Common use of Legal Fees and Expenses Clause in Contracts

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur bear any legal fees and the or related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement (by litigation or otherwise because the cost and expense thereof would detract from the benefits intended otherwise) with respect to be extended to the Executive hereunderany termination of Executive’s employment on or after a Change in Control. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits any benefit provided or intended to be provided to the Executive under Section 2 hereunder, in each case with respect to Executive’s rights or obligations upon or following a termination of this AgreementExecutive’s employment on or after a Change in Control, the then Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of the other person affiliated with Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid by the Company as they are incurred by Executive attributable to such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by Company with respect to the Executive, same shall be promptly returned to Company by Executive without interest. Any reimbursement of attorneys’ fees and related expenses required under this Section 7.12 shall be made by Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to Company (but in no any event not later than the end close of the Executive's ’s taxable year following the Executive's taxable year in which the fee or expense is incurred by Executive); provided, however, that, upon Executive’s termination of employment with Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Executive’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Executive incurs the for such fees and expenses. In addition, no reimbursement provided for any expense disbursements incurred in one taxable year will affect after the amount available in another taxable year, and later of (a) Executive’s death or (b) the right to this reimbursement date that is not subject to liquidation or exchange for another benefitten years after the date of Executive’s termination of employment with Company.

Legal Fees and Expenses. In the event of a Change (a) Except as otherwise provided in ControlSection 16(b), it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that any arbitration or litigation is brought to enforce any provision of this Agreement and the Executive prevails, then the Executive shall be entitled to recover from the Company the Executive’s reasonable costs and reasonable expenses of such arbitration or any other person takes or threatens to take any action to declare this Agreement void or unenforceablelitigation, or institutes any litigation or other action or proceeding designed to denyincluding reasonable fees and disbursements of counsel (both at trial and in appellate proceedings), or to recover from(“Expenses”). Except as otherwise provided in Section 16(b), if the Executive Company prevails, then each party shall be responsible for its/his respective costs, expenses and attorneys fees, and the benefits provided or intended to costs of the arbitrator shall be provided equally divided. (b) Except to the Executive under extent prohibited by applicable law, in the event any arbitration or litigation is brought to enforce any provision of Section 2 4 of this Agreement, the Company irrevocably authorizes shall advance to the Executive from time to time to retain counsel one half of the amount of the Executive's choice, at ’s Expenses and shall pay the expense costs of the arbitrator. The Executive shall be obligated to repay such advances to the Company as hereafter provided, to advise and represent only if the Company prevails in the arbitration or litigation. (c) In the event that it is determined that the Executive in connection with any such interpretationis entitled to compensation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such mattershereunder, the Executive has not acted frivolouslyalso shall be entitled to interest thereon, from the date payment thereof was due, payable to the Executive at the Prime Rate of interest plus two percent. (d) For purposes of this Section 16, “prevails” means that the Executive receives an award of severance benefits in bad faith such arbitration or with no colorable claim litigation in excess of success. Such fees and expenses will the amount offered to be paid by the Company as they to the Executive prior to the initiation of the arbitration or litigation. For purposes of determining the date when legal fees and expenses are incurred payable, such amounts are not due until 30 days after notification to the Company of such amounts. (e) Notwithstanding the foregoing, to the extent that the payment by the Executive, but in no event later than the end Company of the Executive's taxable year ’s Expenses more than two calendar years following the Executive's taxable calendar year in which of the Executive incurs Termination of Employment (the fees and expenses. In addition“Outside Date”) would cause the payments under this Agreement to not be exempt from Code Section 409A, no reimbursement provided for any expense incurred in one taxable year will affect such payments after the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitOutside Date shall be payable hereunder.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counselproceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the ExecutiveThe Executive shall promptly submit a written request for reimbursement of such expenses, but in no event later than ninety days following the end date on which such expenses were incurred, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, and such reimbursements will be made within thirty business days after delivery of the Executive's taxable ’s written requests for payment. For the avoidance of doubt, (i) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the Executive's taxable calendar year in which the Executive incurs the fees applicable expense is incurred; and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and (iii) the right to this payment or reimbursement is may not subject to liquidation be liquidated or exchange exchanged for another any other benefit.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's ’s taxable year following the Executive's ’s taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and If it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, choice at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' , and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments shall be made within five (5) business days after delivery of Executive's written requests for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are incurred by may reasonably require. Notwithstanding the Executiveforegoing provisions of this Section 11, but in no event later than the end obligations of the Executive's taxable year following Company under this Section 11 shall not exceed, in the Executive's taxable year in which the Executive incurs the fees and expenses. In additionaggregate, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit$50,000.00.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by the Company as they are incurred or by a trust created to secure such payment shall be repaid. In the Executiveevent a Change of Control occurs, but in no event later than the end performance of the ExecutiveCompany's taxable year following the Executive's taxable year obligations under this Section 5 will be funded by amounts deposited or which may be deposited in trust pursuant to certain trust agreements to which the Executive incurs Company may be a party providing that the fees and expensesexpenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the Company or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In additionorder to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements, if any, contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in Controlthis Agreement, it is the intent of the Company that the will undertake to indemnify Executive not be required to incur legal for his reasonable attorneys’ fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by such litigation or otherwise because arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyforegoing, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any The first $10,000 of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 8 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right Executive will be entitled to this reimbursement is not subject to liquidation receive any balance thereof as soon as administratively feasible after the termination of such litigation or exchange for another benefitarbitration or any settlement thereof under terms on which the Executive substantially prevails.

Legal Fees and Expenses. In the event of a Change If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in Controlthis Agreement, it is the intent of the Company that the will undertake to indemnify Executive not be required to incur legal for his reasonable attorneys' fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by such litigation or otherwise because arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyforegoing, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes will in any event reimburse Executive for his reasonable attorneys' fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any The first $10,000 of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 8 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right Executive will be entitled to this reimbursement is not subject to liquidation receive any balance thereof as soon as administratively feasible after the termination of such litigation or exchange for another benefitarbitration or any settlement thereof under terms on which the Executive substantially prevails.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counselproceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the ExecutiveThe Executive shall promptly submit a written request for reimbursement of such expenses, but in no event later than ninety days following the end date on which such expenses were incurred, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, and such reimbursements will be made within thirty business days after delivery of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided ’s written requests for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitpayment.

Legal Fees and Expenses. In The Company is aware that upon the event occurrence of a Change in Control, it the Board or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise other legal action, nor that the Executive be bound to negotiate any settlement of the Executive's rights hereunder, because the cost and expense thereof of such legal action or settlement would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if following a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person (including the Internal Revenue Service) takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action or proceeding designed to deny, diminish or to recover from, from the Executive the benefits provided or intended entitled to be provided to the Executive hereunder, and the Executive has complied with all of his obligations under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter providedprovided in this paragraph 14, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether such action is by or against the Company or any Directordirector, officer officer, shareholder, or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The reasonable fees and expenses of counsel selected from time to whether time by the Executive prevails, in whole as herein above provided shall be paid or in part, in connection with any of reimbursed to the foregoing, Executive by the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices. Any legal expenses incurred by the Executive Company by reason of any dispute between the parties as to enforceability of or the terms contained in connection with this Agreement, notwithstanding the outcome of any such dispute, shall be the sole responsibility of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable yearCompany, and the right Company shall not take action to this seek reimbursement is not subject to liquidation or exchange from the Executive for another benefitsuch expenses.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the (a) The Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof such costs substantially would detract from the Executive’s benefits intended to be extended to the Executive hereunderunder this Agreement. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that. However, in regard to such matters, if the Executive has not acted frivolously, brings an action in bad faith faith, or with no colorable claim of success. Such , the Company shall not pay for any of Executive’s attorneys’ fees or related expenses. (b) Without limiting the obligations of the Company under Section 7(a) of this Agreement, in the event a Change in Control occurs, the performance of the Company’s obligations under this Section 7 shall be secured by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party, which amounts deposited shall in the aggregate be not less than $1,000,000, providing that the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, but either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive hereunder. Subject to the foregoing, the Executive shall have the status of a general unsecured creditor of the Company and shall have no event right to, or security interest in, any assets of the Company or any Subsidiary. (c) The reimbursement obligations of the Company under Section 7(a) and Section 7(b) shall be paid no later than the end December 31 of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs related expense is incurred; provided that in no event shall the fees and expenses. In addition, no reimbursement provided for any expense incurred by the Company in one taxable year will affect the amount available of reimbursement provided in another any other taxable year, and the year nor shall Executive’s right to this reimbursement is not be subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by the Company as they are incurred shall be repaid to the Company. With respect to the Company’s obligations under this Section 4, the fees and expenses of counsel selected by the Executive pursuant to this Section 4 will be paid, or reimbursed to Executive if paid by Executive, but on a regular, periodic basis upon presentation by Executive to the Company of a statement or statements prepared by such counsel in accordance with its customary practices, with such payment to be made no event later than the end March 15th of the Executive's taxable year following the Executive's taxable year in which the expenses are incurred. The pendency of a claim by the Company that a claim or defense of Executive incurs is frivolous or otherwise lacking merit shall not excuse the Company from making periodic payments of legal fees and expensesexpenses until a final judgment is rendered as hereinabove provided. In additionAny failure by the Company to satisfy any of its obligations under this Section 4 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company CONSOL Companies that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that any of the Company CONSOL Companies has failed to comply with any of its obligations under this Agreement or in the event that any of the Company CONSOL Companies or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company CONSOL Companies irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company CONSOL Companies as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company CONSOL Companies or any Director, officer or employee of any of the CompanyCONSOL Companies, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between any of the Company CONSOL Companies and such counsel, each of the Company CONSOL Companies irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company CONSOL Companies and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company CONSOL Companies will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company CONSOL Companies as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur bear any legal fees and the or related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement (by litigation or otherwise because the cost and expense thereof would detract from the benefits intended otherwise) with respect to be extended to the Executive hereunderany termination of his employment on or after a Change in Control. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits any benefit provided or intended to be provided to the Executive under Section 2 hereunder, in each case with respect to his rights or obligations upon or following a termination of this Agreementhis employment on or after a Change in Control, the then Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of the other person affiliated with Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive attributable to such frivolous claim or defense shall become Executive's taxable year following sole responsibility and any funds advanced by Company with respect to the Executive's taxable year in which same shall be promptly returned to Company by Executive without interest." 8. As amended hereby, the Executive incurs the fees Agreement is specifically ratified and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitreaffirmed.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur bear any legal fees and the or related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement (by litigation or otherwise because the cost and expense thereof would detract from the benefits intended otherwise) with respect to be extended to the Executive hereunderany termination of his employment on or after a Change in Control. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits any benefit provided or intended to be provided to the Executive under Section 2 hereunder, in each case with respect to his rights or obligations upon or following a termination of this Agreementhis employment on or after a Change in Control, the then Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of the other person affiliated with Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid by the Company as they are incurred by Executive attributable to such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by Company with respect to the Executive, same shall be promptly returned to Company by Executive without interest. Any reimbursement of attorneys' fees and related expenses required under this Section 7.12 shall be made by Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to Company (but in no any event not later than the end close of the Executive's taxable year following the Executive's taxable year in which the fee or expense is incurred by Executive); provided, however, that, upon Executive's termination of employment with Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Executive's termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Executive incurs the for such fees and expenses. In addition, no reimbursement provided for any expense disbursements incurred in one taxable year will affect after the amount available in another taxable year, and later of (i) Executive's death or (ii) the right to this reimbursement date that is not subject to liquidation or exchange for another benefitten years after the date of Executive's termination of employment with Company.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if if, following a Change in Control occurs and Control, it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in good faith in connection with any of the foregoing; provided thatprovided, however, that the Company shall have no obligation hereunder to pay any attorneys’ fees or related expenses with respect to any frivolous claims made by the Executive. Payments by the Company shall be made in regard to such mattersaccordance with the rules immediately below, upon written request of the Executive has not acted frivolously, in bad faith or with no colorable claim which must be accompanied by such evidence of success. Such eligible fees and expenses will be paid by as the Company may reasonably require. The Company shall administer such reimbursements consistent with the following additional requirements as they are incurred by set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (i) The Executive’s eligibility for reimbursement of eligible legal fees and expenses in one year shall not affect Executive’s eligibility for eligible legal fees in any other year; (ii) Any reimbursement of eligible legal fees and expenses shall be made on or before the Executive, but in no event later than the end last day of the Executive's taxable year following the Executive's taxable year in which the Executive incurs expense was incurred; and (iii) The Executive’s right to the reimbursement of eligible legal fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is expenses shall not be subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company Employer that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation litigation, arbitration or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Employer has failed to comply with any of its obligations under this Agreement or in the event that the Company Employer or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation litigation, arbitration or other legal action or proceeding designed to deny, or to recover fromfrom Executive, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company Employer as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company Employer or any Directordirector, officer officer, shareholder or employee of the Companyother person affiliated with Employer, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Employer and such counsel, the Company Employer irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company connection Employer and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will Employer shall pay and be solely financially responsible for any reasonable and all reasonable necessary attorneys' and related fees and expenses incurred by Executive as a result of Employer's failure to perform this Agreement or any provision thereof or as a result of Employer or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid, but only if Executive obtains a final legal judgment or settlement in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of successhis favor. Such All fees and expenses will due hereunder shall be paid upon presentation by the Company Executive to Employer of a statement or statements prepared by such counsel and containing such information and detail as they are incurred may be requested by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitEmployer.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company or any other person has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's ’s taxable year following the Executive's ’s taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's of’ his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; provided that, in regard Company’s failure to such matters, the Executive has not acted frivolously, in bad faith perform this Agreement or with no colorable claim any provision hereof or as a result of success. Such fees and expenses will be paid by the Company or any person contesting the validity or enforceability of this Agreement or any provision hereof as they are incurred aforesaid. (b) To ensure that the provisions of this Agreement can be enforced by the Executive, but the Company shall establish certain trust arrangements (“Trusts”) with an independent banking association as Trustee (“Trustee”). The Company shall execute and deliver a Trust Agreement (“Trust Agreement”) and a Trust Agreement for Attorneys’ Fees (“Trust Agreement for Attorneys’ Fees”) between the Trustee and the Company, and when so executed and delivered each Trust Agreement and Trust Agreement for Attorneys’ Fees shall be deemed to be a part of this Agreement and shall set forth the terms and conditions relating to payment from the Trust under the Trust Agreement of compensation and other benefits pursuant to Sections 3 and 5 hereof owed by the Company, and payment from the Trust under the Trust Agreement for Attorneys’ Fees of attorneys’ and related fees and expenses pursuant to Section 7(a) hereof owed by the Company. The Executive shall first make demand on the Company for any payments due the Executive pursuant to Section 7(a) hereof prior to making demand therefor on the Trustee under the Trust Agreement for Attorneys’ Fees. Payments by such Trustee shall discharge the Company’s liability under Section 7(a) hereof only to the extent that trust assets are used to satisfy such liability. (c) Upon the occurrence of a Change in no Control, the Company shall promptly, to the extent it has not previously done so, and in any event later than within five (5) business days: (i) transfer to the end Trustee to be added to the principal of the Executive's taxable year following Trust under the Executive's taxable year Trust Agreement a sum equal to the present value on the date of the Change in which Control of the payments to be made to the Executive incurs under the fees provisions of Section 5 hereof; provided, however, that the Company shall not be required to transfer, in the aggregate, to the Trust under the Trust Agreement a sum in excess of the maximum amount authorized from time to time by its Directors. Any payments of compensation, supplemental pension or other benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay compensation, supplemental pension and expensesother benefits hereunder, it being the intent of the Company that assets in such Trust be held as security for the Company’s obligation to pay compensation, supplemental pension and other benefits under this Agreement; and (ii) transfer to the Trustee to be added to the principal of the Trust under the Trust Agreement for Attorneys’ Fees the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), it being the intent of the Company that assets in such Trust be held as security for the Company’s obligation under Section 7(a) hereof. In additionThe Executive understands and acknowledges that the entire corpus of the Trust under the Trust Agreement for Attorneys’ Fees will be $250,000 and that said amount will be available to discharge not only the obligations of the Company to the Executive under Section 7(a) hereof, no reimbursement provided for any expense incurred in one taxable year will affect but also similar obligations of the amount available in another taxable year, and the right Company to this reimbursement is not subject to liquidation or exchange for another benefitother executives under similar provisions.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by Executive at any time from the Executive Effective Date through Executive’s remaining lifetime, (or, if longer, through the 20th anniversary of the Effective Date) in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by the incurred as Company as they are incurred by the Executive, but in no event later than may reasonably require; provided that Executive shall have submitted all required documentation at least 14 days before the end of the Executive's taxable calendar year next following the Executive's taxable calendar year in which the Executive incurs the such fees and expensesexpenses were incurred. (b) In order to secure the benefits to be received by Executive pursuant to this Agreement and similar arrangements with other executives, Company shall establish one or more trust funds (the “Trust”). In additionCompany will deposit in such Trust, within five (5) business days after the occurrence of an event that in the reasonable opinion of the Board will likely result in a Change in Control, an amount equal to approximately the maximum aggregate benefits that could be payable to Executive under the terms of this Agreement; provided, however, that (i) the Trust shall not be funded if the funding thereof would result in taxable income to Executive by reason of Section 409A(b) of the Code; and (ii) in no reimbursement provided event shall any Trust assets at any time be located or transferred outside of the United States, within the meaning of Section 409A(b) of the Code. Any funds which may be placed into the Trust under this Agreement shall continue for all purposes to be a part of the general funds of Company subject to the claims of Company’s creditors in the event of Company’s insolvency and no person shall by virtue of this Agreement have any expense incurred interest in one taxable year will affect such funds. To the amount available extent that any person acquires a right to receive payments from Company under this Agreement, such rights shall be no greater than the right of any unsecured general creditor of Company. Executive shall be entitled to receive distributions from the funds held in another taxable year, the Trust pursuant to the terms and conditions of this Agreement and the right agreement establishing the Trust between Company and the trustee. If prior to the date of a Change in Control, the Board has actual knowledge that all third parties have abandoned or terminated their efforts to effect a Change in Control and a Change in Control at that time is unlikely and the Board so advises Executive, the trust funds and interest earned thereon, if any, shall be returned to Company by the trustee. Notwithstanding the provisions of this Section 6(b), failure by Company to place such funds in Trust in no way relieves Company from its financial obligations and responsibilities to Executive under the terms of this Agreement. (c) All benefits to be paid pursuant to this reimbursement is Agreement, including any amounts paid pursuant to Section 6(a) which were not subject paid through the Trust established pursuant to liquidation or exchange for another benefitSection 6(b), shall be paid from the general assets of the Company.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company Employer that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation litigation, arbitration or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Employer has failed to comply with any of its obligations under this Agreement or in the event that the Company Employer or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation litigation, arbitration or other legal action or proceeding designed to deny, or to recover fromfrom Executive, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company Employer as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company Employer or any Directordirector, officer officer, shareholder or employee of the Companyother person affiliated with Employer, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Employer and such counsel, the Company Employer irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company connection Employer and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will Employer shall pay and be solely financially responsible for any reasonable and all reasonable necessary attorneys' ’ and related fees and expenses incurred by Executive as a result of Employer’s failure to perform this Agreement or any provision thereof or as a result of Employer or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid, but only if Executive obtains a final legal judgment or settlement in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of successhis favor. Such All fees and expenses will due hereunder shall be paid upon presentation by the Company Executive to Employer of a statement or statements prepared by such counsel and containing such information and detail as they are incurred may be requested by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitEmployer.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive you shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's your rights under this Agreement by litigation arbitration, litigation, other legal action or otherwise negotiation to resolve any disputes because the cost and expense expenses thereof would substantially detract from the benefits intended to be extended to the Executive you hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive you that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any arbitration or litigation or other action or proceeding designed to deny, or to recover from, the Executive you the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementyou hereunder, the Company irrevocably authorizes the Executive you from time to time to retain counsel of the Executive's your choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive you in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or arbitration, litigation, other legal action, action or negotiation to resolve any disputes whether by or against the Company or any Directordirector, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's your entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive you agree that a confidential relationship will shall exist between the Executive you and such counsel. Without respect The Company shall also pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any you as a result of the foregoing; provided that, in regard Company’s failure to such matters, perform this Agreement or any provision hereof (including this Section 18) or as a result of the Executive has not acted frivolously, in bad faith Company or with no colorable claim any person contesting the validity or enforceability of success. Such this Agreement or any provision hereof. (b) The payment or reimbursement of fees and expenses will under this Section 18 shall be paid subject to the following conditions: (i) You must incur any expense authorized by the Company as they are incurred by the Executive, but in this Section 18 no event later than three years after the end Date of Termination; (ii) The amount eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (iii) The reimbursement of an eligible expense shall be made on or before December 31 of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the was incurred; and (iv) The right to this reimbursement is or right to in-kind benefit shall not be subject to liquidation or exchange for another benefit. (c) Notwithstanding the provisions of this Section 18, if at the Date of Termination you are a Specified Employee, no payment or reimbursement shall be provided under Section 18 prior to the first day that is six months after the Date of Termination; provided that the Specified Employee six-month delay under this Section 18 shall be effective only to the extent that payment or reimbursement would constitute “nonqualified deferred compensation” under Section 409A. Any payment or reimbursement otherwise due under this Section 18 and subject to the Specified Employee six-month delay shall commence within the first five business days after the expiration of such six-month delay. Any payment or reimbursement that is not “nonqualified deferred compensation” under Section 409A or not subject to the Specified Employee six-month delay shall be paid or reimbursed as otherwise provided herein.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counselcounsel (other than Xxxxxxxx PC), and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; provided that, Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid. Expenses paid or reimbursed pursuant to this Section 9 during any calendar year may not affect the expenses eligible for reimbursement in regard to any other calendar year. Reimbursements of such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by made within sixty (60) days of the Company as they are incurred by date on which the ExecutiveExecutive submits proper substantiation for the expense, but in no event later than the end last day of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs the fees and expensesexpense was incurred. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the The Executive's right to this reimbursement of expenses and fees hereunder is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement Unless prohibited by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglylaw, if a Change Employee prevails on at least one substantive issue in Control occurs and it should appear seeking to enforce the Executive that the Company has failed to comply with any of its Company’s obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will shall pay and be solely financially responsible for any and all reasonable attorneys' and related fees costs and expenses (including attorneys’ fees) incurred by the Executive Employee in connection with Employee’s action to enforce the Company’s obligations under this Agreement. The Company shall pay directly or reimburse Employee for any and all such costs and expenses within sixty (60) calendar days following the presentation by Employee or by counsel selected from time to time by Employee of a statement or statements prepared by Employee or by such counsel of the foregoing; amount of such costs and expenses. The Company shall also pay to Employee interest (calculated at the base rate from time to time in effect at Bank of America, compounded monthly) on any payments or benefits that are paid or provided thatto Employee later than the date on which due under the terms of this Agreement. In order to comply with Section 409A of the Code, (a) in regard to such matters, no event will the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid payments by the Company as they are incurred by the Executive, but in no event under Section 8 of this Agreement be made later than the end of the Executive's taxable calendar year next following the Executive's taxable calendar year in which the Executive incurs the such fees and expenses. In addition, no reimbursement provided expenses were incurred; Employee shall be required to submit an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year will not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year; (c) the Company’s obligation to pay Employee’s legal fees will terminate on the fifth anniversary of the termination of this Agreement; and (d) Employee’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another other benefit.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur the legal fees and the related expenses associated with (i) the interpretationinterpretation of any provision in, or obtaining of any right or benefit under, this Agreement or (ii) the enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, the interpretation or enforcement or defenseof this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any under this Section 18, but only if, and to the extent and at the earliest date(s) that, such actions are determined to be permitted without violating Section 409A of the foregoing; provided thatCode. (b) Without limiting the obligations of the Company pursuant to Section 18(a), in regard to such mattersthe event a Change in Control occurs, the Executive has not acted frivolouslyperformance of the Company’s obligations under Sections 5, 6 and 7 and this Section 18 will be secured by amounts deposited or to be deposited in bad faith or with no colorable claim of success. Such trust pursuant to certain trust agreements to which the Company will be a party providing that the benefits to be paid pursuant to Sections 5,6 and 7 and the fees and expenses of counsel selected from time to time by the Executive pursuant to Section 18(a) will be paid, or reimbursed to the Executive if paid by the Company as they are incurred by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 18(b) will not limit the rights of the Executive's taxable year following Executive hereunder. Subject to the Executive's taxable year in which foregoing, the Executive incurs will have the fees status of a general unsecured creditor of the Company and expenses. In additionwill have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Subsidiary.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive shall not be required to incur legal fees and the related any expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation litigation, or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in whole or in part, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the any benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter hereinafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the The Company and such counsel, the Company irrevocably consents shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred by the Executive in connection with any such proceeding or otherwise as a result of the Company's failure to perform this Agreement or any provision hereof or as a result of the Company or any other person contesting the validity or reasonableness of this Agreement. Without limiting the generality of the foregoing; provided that, in regard to such matters, the Executive has if any amount is not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executivehereunder when due, including, but not limited to, any amount of salary, bonus, fees or expenses, the amount thereof shall bear interest from the due date thereof until paid in no event later than full at 10% per annum. Executive agrees that he will reimburse the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the Company for all attorneys' and related fees and expenses. In addition, no reimbursement provided for expenses received by Executive from the Company under the provisions of this Section 7.7 in the event and only to the extent that it shall be ultimately determined that the Company has not failed to comply with any expense incurred in one taxable year will affect the amount available in another taxable yearof its obligations under this Agreement, and each amount to be reimbursed hereunder shall bear interest from the right date of receipt by Executive thereof until paid to this reimbursement is not subject to liquidation or exchange for another benefitthe Company in full at 10% per annum.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company or any other person has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will shall pay or cause to be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; . The amount of expenses eligible for reimbursement or in-kind benefits provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by during the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one ’s taxable year will not affect the amount available expenses eligible for reimbursement or in-kind benefits to be provided, in another any other taxable year, and the . The right to this reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) Without limiting the generality or effect of Section 9(a) hereof, in order to ensure the benefits intended to be provided to the Executive under Section 9(a) hereof, the Company will promptly use its best efforts to secure an irrevocable standby letter of credit (the “Letter of Credit”), issued by National City Bank or another bank having combined capital and surplus in excess of $500 million (the “Bank”) for the benefit of the Executive and certain other of the officers of the Company and providing that the fees and expenses of counsel selected from time to time by the Executive pursuant to this Section 9 shall be paid, or reimbursed to the Executive if paid by the Executive, on a regular, periodic basis upon presentation by the Executive to the Bank of a statement or statements prepared by such counsel in accordance with its customary practices. The Company shall pay all amounts and take all action necessary to maintain the Letter of Credit during the Period of Employment and for 2 years thereafter and if, notwithstanding the Company’s complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, the Company shall obtain a replacement irrevocable clean letter of credit drawn upon a commercial bank selected by the Company and reasonably acceptable to the Executive, upon substantially the same terms and conditions as contained in the Letter of Credit, or any similar arrangement which, in any case, assures the Executive the benefits of this Agreement without incurring any cost or expense in connection therewith. (c) Notwithstanding any other provision hereof, the parties’ respective rights and obligations under this Section 9 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment for any reason whatsoever.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Surviving Entity has failed to comply with any of its obligations under this Agreement or in the event that the Company Surviving Entity or any other person Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Surviving Entity irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company Surviving Entity as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company Surviving Entity or any Directordirector, officer officer, stockholder or employee of other person affiliated with the CompanySurviving Entity, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Surviving Entity and such counsel, the Company Surviving Entity irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company Surviving Entity and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company Surviving Entity will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, foregoing during the period of time beginning on a Change in regard to such matters, Control and ending 15 years after the Executive has not acted frivolously, in bad faith or with no colorable claim of successExecutive’s Separation from Service. Such payments will be made within five business days after delivery of the Executive’s written request for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are incurred by Surviving Entity may reasonably require. Notwithstanding anything herein to the contrary, the legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive, but in ’s rights under this Agreement contemplated by this Section 8 shall be made no event later than the end of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs expenses were incurred and the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will amount so reimbursed shall not affect the amount available expenses eligible for reimbursement, or in-kind benefits to be provided, in another any other taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company Employer that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement of his or defense of the Executive's her rights under this Agreement by litigation litigation, arbitration or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Employer has failed to comply with any of its obligations under this Agreement or in the event that the Company Employer or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation litigation, arbitration or other legal action or proceeding designed to deny, or to recover fromfrom Executive, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his or her choice, at the expense of the Company Employer as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company Employer or any Directordirector, officer officer, shareholder or employee of the Companyother person affiliated with Employer, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Employer and such counsel, the Company Employer irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company connection Employer and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will Employer shall pay and be solely financially responsible for any reasonable and all reasonable necessary attorneys' ’ and related fees and expenses incurred by Executive as a result of Employer’s failure to perform this Agreement or any provision thereof or as a result of Employer or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid, but only if Executive obtains a final legal judgment or settlement in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith his or with no colorable claim of successher favor. Such All fees and expenses will due hereunder shall be paid upon presentation by the Company Executive to Employer of a statement or statements prepared by such counsel and containing such information and detail as they are incurred may be requested by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitEmployer.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided thatforegoing (including, in regard without limitation, costs of mediation, arbitration, litigation, court fees, expert fees, witness expenses and reasonable attorneys’ fees) during the period beginning on the Effective Date and ending 10 years after the date of the Executive’s termination of employment. (b) Payments due to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses under Section 8.1(a) will be paid by the Company as they are incurred by the Executive, made within five business days (but in any event no event later than the end last day of the Executive's taxable ’s tax year following the Executive's taxable tax year in which the Executive incurs the expense) after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses. In additionexpenses incurred as the Company may reasonably require, no reimbursement provided for any expense incurred that (i) the reimbursements or in-kind benefits to be provided by the Company in one taxable year will not affect the amount available reimbursement or in-kind benefits that the Company is obligated to pay in another any other taxable year, year and (ii) the Executive’s right to this reimbursement is or in‑kind benefits will not be subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company Employer that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Employer has failed to comply with any of its obligations under this Agreement or in the event that the Company Employer or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company Employer as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company Employer or any Director, officer officer, stockholder or employee of the Companyother person affiliated with Employer, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Employer and such counsel, the Company Employer irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company connection Employer and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company Employer will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that. (b) Without limiting the generality or effect of Section 5.1, in regard order to such matters, ensure the benefits intended to be provided to the Executive has not acted frivolouslyunder Section 5.1(a), Employer will promptly use its best efforts following written notice to Employer by the Executive to secure an irrevocable standby letter of credit (the "Letter of Credit"), issued by Citibank or another bank having combined capital and surplus in bad faith or with no colorable claim excess of success. Such $500 million (the "Bank") for the benefit of the Executive and providing that the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to this Section 5.1 shall be paid, or reimbursed to the Executive if paid by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which on a regular, periodic basis upon presentation by the Executive incurs to the fees Bank of a statement or statements prepared by such counsel in accordance with its customary practices. Employer shall pay all amounts and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect take all action necessary to maintain the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitLetter of Credit.

Legal Fees and Expenses. In the event of a Change in Controlbreach of this Agreement by the Company, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counselcounsel (other than Vinson & Elkins L.L.P.), and in that connection, connection the Company and the Executive agree Exxxxxxve xxxxx that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid. If the Company should prevail in any litigation regarding this Agreement, however, the Company shall not be responsible for any attorneys' and related fees and expenses incurred by Employee in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitlitigation.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will shall pay or cause to be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; . The amount of expenses eligible for reimbursement or in-kind benefits provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by during the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one ’s taxable year will not affect the amount available expenses eligible for reimbursement or in-kind benefits to be provided, in another any other taxable year, and the . The right to this reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) Without limiting the generality or effect of Section 8(a) hereof, in order to ensure the benefits intended to be provided to the Executive under Section 8(a) hereof, the Company will promptly use its best efforts to secure an irrevocable standby letter of credit (the “Letter of Credit”), issued by National City Bank or another bank having combined capital and surplus in excess of $500 million (the “Bank”) for the benefit of the Executive and certain other of the officers of the Company and providing that the fees and expenses of counsel selected from time to time by the Executive pursuant to this Section 8 shall be paid, or reimbursed to the Executive if paid by the Executive, on a regular, periodic basis upon presentation by the Executive to the Bank of a statement or statements prepared by such counsel in accordance with its customary practices. The Company shall pay all amounts and take all action necessary to maintain the Letter of Credit during the Period of Employment and for 2 years thereafter and if, notwithstanding the Company’s complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, the Company shall obtain a replacement irrevocable clean letter of credit drawn upon a commercial bank selected by the Company and reasonably acceptable to the Executive, upon substantially the same terms and conditions as contained in the Letter of Credit, or any similar arrangement which, in any case, assures the Executive the benefits of this Agreement without incurring any cost or expense in connection therewith. (c) Notwithstanding any other provision hereof, the parties’ respective rights and obligations under this Section 8 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment for any reason whatsoever.

Legal Fees and Expenses. In the event of a Change in ControlThe Company intends that, it is the intent of the Company that except as set ----------------------- forth below, the Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive reasonably believes that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, unenforceable or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without The Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing up to a maximum amount of $50,000 without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoingforegoing (which payments shall be made on a regular, periodic basis upon presentation to the Company of a statement or statements prepared by such counsel in accordance with its customary practices) and will pay reimburse the Executive and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses in excess of such $50,000 amount incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, foregoing thereafter if the Executive has not acted frivolously, prevails in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitconnection therewith.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the (a) The Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof such costs substantially would detract from the Executive’s benefits intended to be extended to the Executive hereunderunder this Agreement. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that. However, in regard to such matters, if the Executive has not acted frivolously, brings an action in bad faith faith, or with no colorable claim of success. Such , the Company shall not pay for any of Executive’s attorneys’ fees or related expenses. (b) Without limiting the obligations of the Company under Section 7(a) of this Agreement, in the event a Change in Control occurs, the performance of the Company’s obligations under this Section 7 shall be secured by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party, which amounts deposited shall in the aggregate be not less than $1,000,000, providing that the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive's taxable year following Executive hereunder. Subject to the Executive's taxable year in which foregoing, the Executive incurs shall have the fees status of a general unsecured creditor of the Company and expenses. In additionshall have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Subsidiary.

Legal Fees and Expenses. (a) The Company shall pay, or reimburse Executive for, the legal fees and expenses of counsel to Executive in connection with the preparation, negotiation, execution and delivery of this Agreement. (b) In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement Parent or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company Company, Parent or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in whole or in part, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the any benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder (a "Covered Claim"), the Company irrevocably authorizes the shall pay, or reimburse Executive from time to time to retain counsel of the Executive's choicefor, at the expense of the Company as hereafter provided, to advise all costs and represent expenses (including reasonable attorneys' fees and court costs) incurred by the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between jurisdiction (collectively, "Actions"), with respect to a Covered Claim unless and until it shall be ultimately determined that neither the Company and such counsel, the Company irrevocably consents nor Parent has failed to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection comply with any of the foregoingits obligations under this Agreement. The Company shall advance to, the Company will pay and be solely financially responsible for or reimburse, Executive within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses incurred or to be incurred by the Executive in connection with Actions with respect to Covered Claims at any time after the earlier of (i) the foregoing; provided that, in regard to disposition of such matters, the Covered Claim or (ii) such time as Executive has not acted frivolously, in bad faith or with no colorable claim paid $100,000 of success. Such fees and expenses in the aggregate with respect to such Covered Claim. Prior to the disposition of a Covered Claim, the Company shall advance to, or reimburse, Executive only for fees and expenses in excess of the first $100,000 of fees and expenses which is paid by Executive. Unless Executive becomes obligated to pay or reimburse the Company for costs and expenses as provided in the following sentence, upon the disposition of a Covered Claim the Company shall reimburse Executive promptly for the first $100,000 of fees and expenses paid by Executive with respect to such Covered Claim. Executive agrees that he will be paid reimburse the Company for all attorneys' and related fees and expenses received by Executive from the Company under the provisions of this Section 7.7 and pay or reimburse the Company or Parent for all costs and expenses (including reasonable attorneys' fees and court costs) incurred by the Company as they are incurred by or Parent in connection with Actions with respect to a Covered Claim in the Executive, but in no event later than and only to the end extent that it shall be ultimately determined that the Company has not failed to comply with any of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to its obligations under this reimbursement is not subject to liquidation or exchange for another benefitAgreement.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counselcounsel and, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for or will reimburse any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to regardless of amount. Any such matters, the Executive has not acted frivolously, in bad faith payment or with no colorable claim of success. Such fees and reimbursement shall be for expenses will be paid by the Company as they are incurred by the ExecutiveExecutive during his lifetime, but in no event and such payment or reimbursement shall be made not later than the end December 31st of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In additionexpense; provided, that in no event will the amount of expenses eligible for payment or reimbursement provided for any expense incurred in one taxable year will affect the amount available of expenses to be paid or reimbursed in another any other taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in Controlthis Agreement, it is the intent of the Company that the will undertake to indemnify Executive not be required to incur legal for his reasonable attorneys’ fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by such litigation or otherwise because arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyforegoing, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any The first $10,000 of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 11 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right Executive will be entitled to this reimbursement is not subject to liquidation receive any balance thereof as soon as administratively feasible after the termination of such litigation or exchange for another benefitarbitration or any settlement thereof under terms on which the Executive substantially prevails.

Legal Fees and Expenses. In the event of a Change in ControlThe Company intends that, it is the intent of the Company that except as ----------------------- set forth below, the Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive reasonably believes that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, unenforceable or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without The Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing up to a maximum amount of $50,000 without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoingforegoing (which payments shall be made on a regular, periodic basis upon presentation to the Company of a statement or statements prepared by such counsel in accordance with its customary practices) and will pay reimburse the Executive and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses in excess of such $50,000 amount incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, foregoing thereafter if the Executive has not acted frivolously, prevails in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitconnection therewith.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that. However, in regard to such matters, if the Executive has not acted frivolously, brings an action in bad faith faith, or with no colorable claim of success. Such , the Company shall not pay for any of Executive’s attorneys’ fees and expenses or related expenses. (b) Payments due to the Executive under Section 7(a) will be paid by the Company as they are incurred by the Executive, made within five business days (but in any event no event later than the end last day of the Executive's taxable ’s tax year following the Executive's taxable tax year in which the Executive incurs the expense) after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses. In additionexpenses incurred as the Company may reasonably require, no reimbursement provided for any expense incurred that (i) the reimbursements or in-kind benefits to be provided by the Company in one taxable year will not affect the amount available reimbursement or in-kind benefits that the Company is obligated to pay in another any other taxable year, year and (ii) the Executive’s right to this reimbursement is or in-kind benefits will not be subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company CBI that the no Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company CBI has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company CBI or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company CBI irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company CBI as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company CBI or any Directordirector, officer officer, stockholder or employee of the Companyother person affiliated with CBI, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents CBI shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred or reasonably expected to be incurred by the Executive in connection with any such proceeding or otherwise as a result of CBI's failure to perform this Agreement or any provision hereof or as a result of CBI or any person contesting the foregoingvalidity or enforceability of this Agreement or any provision hereof; provided thatprovided, however, that to the extent the Executive does not prevail in regard to any such matterslitigation, arbitration, or other legal action, the Executive has not acted frivolously, in bad faith or with no colorable claim shall repay to CBI the amount (without interest) of success. Such such attorney's fees and related fees and expenses will previously advanced. (b) CBI shall at its sole cost and expense obtain a commitment for an irrevocable clean letter of credit, substantially in the form of that attached hereto as Exhibit II and incorporated herein by reference (the "Letter of Credit"), to be issued by a commercial bank selected by CBI having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State (the "Bank"), to secure for the benefit of Executive the total value of performance of CBI's obligations under this Agreement by providing that the total amount of all payments due to be paid by CBI to Executive under this Agreement shall be paid on a regular, periodic basis upon presentation by Executive to the Company as they Bank of a statement or statements prepared by Executive's counsel that such payments are incurred by due and owing, and that CBI has not performed its obligation to make such payments. CBI shall at its sole cost and expense obtain the Executive, but in no event issuance of the Letter of Credit pursuant to such committment not later than the end Effective Date and shall pay all amounts and take all action necessary to maintain such Letter of Credit during the ExecutiveEmployment Period and for two years thereafter and if, notwithstanding CBI's taxable year following complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, CBI shall obtain a replacement irrevocable clean letter of credit on substantially the Executive's taxable year same terms and conditions as contained in the Letter of Credit drawn upon a commercial bank having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State, which assures the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to benefits of this reimbursement is not subject to liquidation or exchange for another benefitAgreement.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company Employer that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement of his or defense of the Executive's her rights under this Agreement by litigation litigation, arbitration or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Employer has failed to comply with any of its obligations under this Agreement or in the event that the Company Employer or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation litigation, arbitration or other legal action or proceeding designed to deny, or to recover fromfrom Executive, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his or her choice, at the expense of the Company Employer as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company Employer or any Directordirector, officer officer, shareholder or employee of the Companyother person affiliated with Employer, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Employer and such counsel, the Company Employer irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company connection Employer and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will Employer shall pay and be solely financially responsible for any reasonable and all reasonable necessary attorneys' and related fees and expenses incurred by Executive as a result of Employer's failure to perform this Agreement or any provision thereof or as a result of Employer or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid, but only if Executive obtains a final legal judgment or settlement in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith his or with no colorable claim of successher favor. Such All fees and expenses will due hereunder shall be paid upon presentation by the Company Executive to Employer of a statement or statements prepared by such counsel and containing such information and detail as they are incurred may be requested by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitEmployer.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive shall not be required to incur legal fees and the related any expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation litigation, or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement agreement void or unenforceable, in whole or in part, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the any benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter hereinafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the The Company and such counsel, the Company irrevocably consents shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within thirty (30) days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred by the Executive in connection with any such proceeding or otherwise as a result of the Company's failure to perform this Agreement or any provision hereof or as a result of the Company or any other person contesting the validity or reasonableness of this Agreement. Without limiting the generality of the foregoing; provided that, in regard to such matters, the Executive has if any amount is not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executivehereunder when due, including, but not limited to, any amount of salary, bonus, fees or expenses, the amount thereof shall bear interest from the due date thereof until paid in no event later than full at ten percent (10%) per annum. Executive agrees that he will reimburse the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the Company for all attorneys' and related fees and expenses. In addition, no reimbursement provided for expenses received by Executive from the Company under the provisions of this Section 7.7 in the event and only to the extent that it shall be ultimately determined that the Company has not failed to comply with any expense incurred in one taxable year will affect the amount available in another taxable yearof its obligations under this Agreement, and each amount to be reimbursed hereunder shall bear interest from the right date of receipt by Executive thereof until paid to this reimbursement is not subject to liquidation or exchange for another benefitthe Company in full at ten percent (10%) per annum.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Executive, the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid. (b) In order to ensure the benefits intended to be provided that, in regard to such matters, the Executive has under Section g(a) hereof the Company hereby agrees, upon the occurrence of a Change in Control, to establish an irrevocable standby letter of credit, substantially in the form attached hereto as Exhibit A and incorporated herein by reference (the "Letter of Credit"), to be issued by a national banking association with a capital and surplus of not acted frivolously, in bad faith or with no colorable claim less than $1 00,000,000 (the "Bank") for the benefit of success. Such the Executive and certain other of the officers of the Company and providing that the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to this Section 8 shall be paid, or reimbursed to the Executive if paid by the Executive, but on a regular, periodic basis upon presentation by the Executive to the Bank of a statement or statements prepared by such counsel in no event later than accordance with its customary practices. The Company shall pay all amounts and take all action necessary to maintain the end Letter of Credit during the Period of Employment and for two years thereafter and if, notwithstanding the Company's complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, the Company shall obtain a replacement irrevocable clean letter of credit drawn upon a commercial bank selected by the Company and acceptable to the Executive, upon substantially the same terms and conditions as contained in the Letter of Credit or any similar arrangement acceptable to the Executive which, in any case, assures the Executives of the Executive's taxable year following benefits of this Agreement without incurring any cost or expense for enforcement against the Executive's taxable year in which Company or the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitdefense thereof.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive Advisor not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the ExecutiveAdvisor 's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive Advisor hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive Advisor that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Advisor the benefits provided or intended to be provided to the Executive under Section 2 of this AgreementAdvisor hereunder, the Company irrevocably authorizes the Executive Advisor from time to time to retain counsel of the ExecutiveAdvisor's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Advisor in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal actionaction in regard thereto, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the ExecutiveAdvisor's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive Advisor agree that a confidential relationship will exist between the Executive Advisor and such counsel. Without respect to whether the Executive Advisor prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive Advisor in connection with any of the foregoing; provided that, in regard to such matters, the Executive Advisor has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Advisor 's written requests for payment, accompanied by such evidence of reasonable fees and expenses will be paid by incurred as the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitmay reasonably require.

Legal Fees and Expenses. In the event of a Change If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in Controlthis Agreement, it is the intent of the Company that the will undertake to indemnify Executive not be required to incur legal for his reasonable attorneys' fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by such litigation or otherwise because arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyforegoing, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes will in any event reimburse Executive for his reasonable attorneys' fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any The first $10,000 of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 11 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right Executive will be entitled to this reimbursement is not subject to liquidation receive any balance thereof as soon as administratively feasible after the termination of such litigation or exchange for another benefitarbitration or any settlement thereof under terms on which the Executive substantially prevails.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and In the event a Change of Control occurs, the performance of the Company's obligations under this Section 5 will be funded by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company will be a party providing that connectionthe fees and expenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevailshave no right to, in whole or in partsecurity interest in, in connection with any assets of the foregoing, the Company will pay and be solely financially responsible for or any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitAffiliate.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided thatforegoing during the period beginning on the Effective Date and ending 10 years after the date of the Executive’s termination of employment. However, in regard to such matters, if the Executive has not acted frivolously, brings an action in bad faith faith, or with no colorable claim of success. Such , the Company shall not pay for any of Executive’s attorneys’ fees and expenses or related expenses. (a) Payments due to the Executive under Section 8.1(a) will be paid by the Company as they are incurred by the Executive, made within five business days (but in any event no event later than the end last day of the Executive's taxable ’s tax year following the Executive's taxable tax year in which the Executive incurs the expense) after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses. In additionexpenses incurred as the Company may reasonably require, no reimbursement provided for any expense incurred that (i) the reimbursements or in-kind benefits to be provided by the Company in one taxable year will not affect the amount available reimbursement or in-kind benefits that the Company is obligated to pay in another any other taxable year, year and (ii) the Executive’s right to this reimbursement is or in-kind benefits will not be subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In The Company agrees to pay as incurred, to the event of a Change in Controlfull extent permitted by law, it is the intent of the Company that the Executive not be required to incur all legal fees and expenses which the related expenses associated with Executive may reasonably incur as a result of any contest by the interpretationCompany, enforcement the Executive or defense others of the Executive's rights under this Agreement by litigation validity or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglyenforceability of, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with or liability or entitlement under, any provision of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 guarantee of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any performance thereof (whether such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship contest is between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that or between either of them and any third party, and including as a confidential relationship will exist between result of any contest by the Executive and about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A). The Company’s obligations under this paragraph shall apply without regard to the outcome of any such counsel. Without contest; provided, however, that if such contest relates to a payment, act or omission that occurred prior to a Change of Control, then the Company’s obligations under this paragraph shall apply only if the Executive obtains any money judgment or otherwise prevails with respect to whether any such contest. This paragraph 8.3 shall be effective for the Executive prevailsperiod of time concurrent with the term of this Agreement, in whole or in partincluding extensions thereto, in connection with any and thereafter for 20 years after termination of the foregoing, this Agreement. The reimbursement by the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related of legal fees and expenses incurred by pursuant to this paragraph 8.3 that relate to a payment, act or omission that occurred prior to a Change of Control must be made on the earlier of (i) thirty days after the date the Executive submits invoices for such fees or expenses and (ii) the last day of the first taxable year of the Executive in connection with any of which (a) the foregoing; provided that, in regard to such matters, Company and the Executive has not acted frivolouslyenter into a legally binding settlement of such dispute, in bad faith (b) the Company concedes the amount is payable, or with no colorable claim (c) the Company is required to make such payment pursuant to a final and nonappealable judgment or other binding decision. The reimbursement by the Company of success. Such legal fees and expenses will pursuant to this paragraph 8.3 that relate to a payment, act or omission that occurred subsequent to a Change of Control must be paid by made on the Company as they are earlier of (i) thirty days after the date the Executive submits invoices for such fees or expenses and (ii) the last day of the calendar year following the calendar year in which such legal fee or expense was incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of that a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement claim for payments or defense of the Executive's rights benefits under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover fromis disputed, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will Corporation shall pay and be solely financially responsible for any and all reasonable attorneys' and related attorney fees and expenses incurred by the Executive in connection with any pursuing such claim, provided that the Executive is successful as to at least part of the foregoingdisputed claim by reason of litigation, arbitration or settlement. Any amount payable by the Corporation pursuant to this Section 11 will be paid as follows: (a) if the disputed claim has not been resolved (whether via litigation, arbitration, or settlement) by the end of any calendar year subsequent to the time that a claim for payment has been disputed, then the Corporation shall reimburse the Executive by no later than December 31 of the following calendar year for all reasonable attorney fees and expenses incurred by the Executive during such calendar year in pursuing such claim, provided that the Executive will be required to repay such amounts promptly to the Corporation upon the resolution of such disputed claim unless she is successful as to at least part of the disputed claim; provided thatand (b) upon resolution of the disputed claim (whether via litigation, arbitration, or settlement), the Corporation shall reimburse the Executive by no later than December 31 of the calendar year following the year in regard to which such mattersresolution occurs for all reasonable attorney fees and expenses incurred by the Executive in pursuing such claim during the calendar year in which such resolution occurs, but only if the Executive has not acted frivolouslybeen successful as to at least part of the disputed claim. Notwithstanding the foregoing, in bad faith no event will the Executive be reimbursed for any fees or with no colorable expenses under clauses (a) and (b) of the immediately prior sentence later than sixty (60) days after the disputed claim of successhas been resolved. Such The reimbursement right set forth in this Section 11 shall be limited to fees and expenses will be incurred during the Executive's employment with the Corporation and during the ten-year period immediately thereafter. Any amount paid by the Company as they are incurred Corporation in any year under this Section 11 will not be affected by the Executive, but amount of any payment made by the Corporation pursuant to this Section 11 in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable other year, and under no circumstances will the right Executive by permitted to liquidate or exchange the benefit afforded her in this reimbursement Section 11 for cash or any other benefit. This benefit is not subject to liquidation or exchange for another benefitthe limitations set forth in Section 6(i) above.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement (a) Unless prohibited by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordinglylaw, if a Change Employee prevails on at least one substantive issue in Control occurs and it should appear seeking to enforce the Executive that the Company has failed to comply with any of its Company’s obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will shall pay and be solely financially responsible for any and all reasonable attorneys' and related fees costs and expenses (including attorneys’ fees) incurred by the Executive Employee in connection with Employee’s action to enforce the Company’s obligations under this Agreement. The Company shall pay directly or reimburse Employee for any and all such costs and expenses within sixty (60) calendar days following the presentation by Employee or by counsel selected from time to time by Employee of a statement or statements prepared by Employee or by such counsel of the foregoing; amount of such costs and expenses. The Company shall also pay to Employee interest (calculated at the prime rate from time to time in effect at Bank of America, compounded monthly) on any payments or benefits that are paid or provided thatto Employee later than the date on which due under the terms of this Agreement. (b) In order to comply with Section 409A of the Code, (a) in regard to such matters, no event will the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid payments by the Company as they are incurred by the Executive, but in no event under Section 15 of this Agreement be made later than the end of the Executive's taxable calendar year next following the Executive's taxable calendar year in which the Executive incurs the such fees and expenses. In addition, no reimbursement provided expenses were incurred; Employee shall be required to submit an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year will not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year; (c) the Company’s obligation to pay Employee’s legal fees will terminate on the fifth anniversary of the termination of this Agreement; and (d) Employee’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another other benefit. (c) Any amount paid to Employee for the reimbursement of legal fees and expenses under this section shall not exceed $50,000 prior to a Change of Control and $100,000 after a Change of Control.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur bear any legal fees and the or related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement (by litigation or otherwise because the cost and expense thereof would detract from the benefits intended otherwise) with respect to be extended to the Executive hereunderany termination of Executive’s employment on or after a Change in Control. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits any benefit provided or intended to be provided to the Executive under Section 2 hereunder, in each case with respect to Executive’s rights or obligations upon or following a termination of this AgreementExecutive’s employment on or after a Change in Control, the then Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of the other person affiliated with Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid by the Company as they are incurred by Executive attributable to such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by Company with respect to the Executive, same shall be promptly returned to Company by Executive without interest. Any reimbursement of attorneys’ fees and related expenses required under this Section 7.12 shall be made by Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to Company (but in no any event not later than the end close of the Executive's ’s taxable year following the Executive's taxable year in which the fee or expense is incurred by Executive); provided, however, that, upon Executive’s termination of employment with Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Executive’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Executive incurs the for such fees and expenses. In addition, no reimbursement provided for any expense disbursements incurred in one taxable year will affect after the amount available in another taxable year, and later of (a) Executive’s death or (a) the right to this reimbursement date that is not subject to liquidation or exchange for another benefitten years after the date of Executive’s termination of employment with Company.

Legal Fees and Expenses. (a) The Company shall pay, or reimburse Executive for, the legal fees and expenses of counsel to Executive in connection with the preparation, negotiation, execution and delivery of this Agreement. (b) In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement Parent or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company Company, Parent or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in whole or in part, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the any benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder (a "Covered Claim"), the Company irrevocably authorizes the shall pay, or reimburse Executive from time to time to retain counsel of the Executive's choicefor, at the expense of the Company as hereafter provided, to advise all costs and represent expenses (including reasonable attorneys' fees and court costs) incurred by the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between jurisdiction (collectively, "Actions'), with respect to a Covered Claim unless and until it shall be ultimately determined that neither the Company and such counsel, the Company irrevocably consents nor Parent has failed to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection comply with any of the foregoingits obligations under this Agreement. The Company shall advance to, the Company will pay and be solely financially responsible for or reimburse, Executive within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses incurred or to be incurred by the Executive in connection with Actions with respect to Covered Claims at any time after the earlier of (i) the foregoing; provided that, in regard to disposition of such matters, the Covered Claim or (ii) such time as Executive has not acted frivolously, in bad faith or with no colorable claim paid $100,000 of success. Such fees and expenses in the aggregate with respect to such Covered Claim. Prior to the disposition of a Covered Claim, the Company shall advance to, or reimburse, Executive only for fees and expenses in excess of the first $100,000 of fees and expenses which is paid by Executive. Unless Executive becomes obligated to pay or reimburse the Company for costs and expenses as provided in the following sentence, upon the disposition of a Covered Claim the Company shall reimburse Executive promptly for the first $100,000 of fees and expenses paid by Executive with respect to such Covered Claim. Executive agrees that he will be paid reimburse the Company for all attorneys' and related fees and expenses received by Executive from the Company under the provisions of this Section 7.7 and pay or reimburse the Company or Parent for all costs and expenses (including reasonable attorneys' fees and court costs) incurred by the Company as they are incurred by or Parent in connection with Actions with respect to a Covered Claim in the Executive, but in no event later than and only to the end extent that it shall be ultimately determined that the Company has not failed to comply with any of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to its obligations under this reimbursement is not subject to liquidation or exchange for another benefitAgreement.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by the Company as they are incurred or by a trust created to secure such payment shall be repaid. In the Executiveevent a Change of Control occurs, but in no event later than the end performance of the ExecutiveCompany's taxable year following the Executive's taxable year obligations under this Section 5 will be funded by amounts deposited or which may be deposited in trust pursuant to certain trust agreements to which the Executive incurs Company may be a party providing that the fees and expensesexpenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the Company or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In additionorder to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements, if any, contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive you shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's your rights under this Agreement by litigation arbitration, litigation, other legal action or otherwise negotiation to resolve any disputes because the cost and expense expenses thereof would substantially detract from the benefits intended to be extended to the Executive you hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive you that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any arbitration or litigation or other action or proceeding designed to deny, or to recover from, the Executive you the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementyou hereunder, the Company irrevocably authorizes the Executive you from time to time to retain counsel of the Executive's your choice, at the expense of the Company as hereafter providedCompany, to advise and represent the Executive you in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or arbitration, litigation, other legal action, action or negotiation to resolve any disputes whether by or against the Company or any Directordirector, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's your entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive you agree that a confidential relationship will shall exist between the Executive you and such counsel. Without respect The Company shall also pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any you as a result of the foregoing; provided that, in regard Company’s failure to such matters, perform this Agreement or any provision hereof (including this Section 19) or as a result of the Executive has not acted frivolously, in bad faith Company or with no colorable claim any person contesting the validity or enforceability of success. Such this Agreement or any provision hereof. (b) The payment or reimbursement of fees and expenses will under this Section 19 shall be paid subject to the following conditions: (i) You must incur any expense authorized by the Company as they are incurred by the Executive, but in this Section 19 no event later than three years after the end Date of Termination; (ii) The amount eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (iii) The reimbursement of an eligible expense shall be made on or before December 31 of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the was incurred; and (iv) The right to this reimbursement is or right to in-kind benefit shall not be subject to liquidation or exchange for another benefit. (c) Notwithstanding the provisions of this Section 19, if at the Date of Termination you are a Specified Employee, no payment or reimbursement shall be provided under Section 19 prior to the first day that is six months after the Date of Termination; provided that the Specified Employee six-month delay under this Section 19 shall be effective only to the extent that payment or reimbursement would constitute “nonqualified deferred compensation” under Section 409A. Any payment or reimbursement otherwise due under this Section 19 and subject to the Specified Employee six-month delay shall commence within the first five business days after the expiration of such six-month delay. Any payment or reimbursement that is not “nonqualified deferred compensation” under Section 409A or not subject to the Specified Employee six-month delay shall be paid or reimbursed as otherwise provided herein.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company CBI that the no Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company CBI has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company CBI or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company CBI irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company CBI as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company CBI or any Directordirector, officer officer, stockholder or employee of the Companyother person affiliated with CBI, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents CBI shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred or reasonably expected to be incurred by the Executive in connection with any such proceeding or otherwise as a result of CBI's failure to perform this Agreement or any provision hereof or as a result of CBI or any person contesting the foregoingvalidity or enforceability of this Agreement or any provision hereof; provided thatprovided, however, that to the extent the Executive does not prevail in regard to any such matterslitigation, arbitration, or other legal action, the Executive has not acted frivolously, in bad faith or with no colorable claim shall repay to CBI the amount (without interest) of success. Such such attorney's fees and related fees and expenses will previously advanced. (b) CBI shall at its sole cost and expense obtain a commitment for an irrevocable clean letter of credit, substantially in the form of that attached hereto as Exhibit II and incorporated herein by reference (the "Letter of Credit"), to be issued by a commercial bank selected by CBI having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State (the "Bank"), to secure for the benefit of Executive the total value of performance of CBI's obligations under this Agreement by providing that the total amount of all payments due to be paid by CBI to Executive under this Agreement shall be paid on a regular, periodic basis upon presentation by Executive to the Company as they Bank of a statement or statements prepared by Executive's counsel that such payments are incurred by due and owing, and that CBI has not performed its obligations to make such payments. CBI shall at its sole cost and expense obtain the Executive, but in no event issuance of the Letter of Credit pursuant to such commitment not later than the end Effective Date and shall pay all amounts and take all action necessary to maintain such Letter of Credit during the ExecutiveEmployment Period and for two years thereafter and if, notwithstanding CBI's taxable year following complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, CBI shall obtain a replacement irrevocable clean letter of credit on substantially the Executive's taxable year same terms and conditions as contained in the Letter of Credit drawn upon a commercial bank having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State, which assures the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to benefits of this reimbursement is not subject to liquidation or exchange for another benefitAgreement.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company Surviving Entity has failed to comply with any of its obligations under this Agreement or in the event that the Company Surviving Entity or any other person Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company Surviving Entity irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company Surviving Entity as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company Surviving Entity or any Directordirector, officer officer, stockholder or employee of other person affiliated with the CompanySurviving Entity, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company Surviving Entity and such counsel, the Company Surviving Entity irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company Surviving Entity and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company Surviving Entity will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, foregoing during the period of time beginning on a Change in regard to such matters, Control and ending 15 years after the Executive has not acted frivolously, in bad faith or with no colorable claim of successExecutive’s Separation from Service. Such payments will be made within five business days after delivery of the Executive’s written request for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are incurred by Surviving Entity may reasonably require. Notwithstanding anything herein to the contrary, the legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive, but in ’s rights under this Agreement contemplated by this Section 8 shall be made no event later than the end of the Executive's taxable calendar year following the Executive's taxable calendar year in which the Executive incurs expenses were incurred and the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will amount so reimbursed shall not affect the amount available expenses eligible for reimbursement, or in-kind benefits to be provided, in another any other taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit. .

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by Executive at any time from the Executive Effective Date through Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date) in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by the incurred as Company as they are incurred by the Executive, but in no event later than may reasonably require; provided that Executive shall have submitted all required documentation at least 14 days before the end of the Executive's taxable calendar year next following the Executive's taxable calendar year in which the Executive incurs the such fees and expensesexpenses were incurred. (b) In order to secure the benefits to be received by Executive pursuant to this Agreement and similar arrangements with other executives, Company shall establish one or more trust funds (the "Trust"). In additionCompany will deposit in such Trust, within five business days after the occurrence of an event that in the reasonable opinion of the Board will likely result in a Change of Control, an amount equal to approximately the maximum aggregate benefits that could be payable to Executive under the terms of this Agreement; provided, however, that (i) the Trust shall not be funded if the funding thereof would result in taxable income to Executive by reason of Section 409A(b) of the Code; and (ii) in no reimbursement provided event shall any Trust assets at any time be located or transferred outside of the United States, within the meaning of Section 409A(b) of the Code. Any funds which may be placed into the Trust under this Agreement shall continue for all purposes to be a part of the general funds of Company subject to the claims of Company's creditors in the event of Company's insolvency and no person shall by virtue of this Agreement have any expense incurred interest in one taxable year will affect such funds. To the amount available extent that any person acquires a right to receive payments from Company under this Agreement, such rights shall be no greater than the right of any unsecured general creditor of Company. Executive shall be entitled to receive distributions from the funds held in another taxable year, the Trust pursuant to the terms and conditions of this Agreement and the right agreement establishing the Trust between Company and the trustee. If prior to the date of a Change of Control, the Board has actual knowledge that all third parties have abandoned or terminated their efforts to effect a Change of Control and a Change of Control at that time is unlikely and the Board so advises Executive, the trust funds and interest earned thereon, if any, shall be returned to Company by the trustee. Notwithstanding the provisions of this Section 7(b), failure by Company to place such funds in Trust in no way relieves Company from its financial obligations and responsibilities to Executive under the terms of this Agreement. (c) All benefits to be paid pursuant to this reimbursement is Agreement, including any amounts paid pursuant to Section 7(a) which were not subject paid through the Trust established pursuant to liquidation or exchange for another benefitSection 7(b), shall be paid from the general assets of the Company.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company CGX that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company CGX has failed to comply with any of its obligations under this Agreement or in the event that the Company CGX or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company CGX irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company CGX as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation litigation or defense of any litigation or other legal action, whether by or against the Company CGX or any Directordirector, officer officer, shareholder or employee of the Companyother person affiliated with CGX, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company CGX and such counsel, the Company CGX irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company connection therewith CGX and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect CGX shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with as a result of CGX’s failure to perform this Agreement or any provision thereof or as a result of CGX or any person contesting the foregoing; provided that, in regard to validity or enforceability of this Agreement or any provision thereof as aforesaid. CGX shall pay such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and related expenses will be paid by the Company as they are incurred by the Executive, promptly (but in no event later than the end December 31st of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the such fees and expensesexpenses were incurred) after a statement or statements, prepared by such counsel in accordance with such counsel’s customary billing practices, therefor are received by CGX. In addition, no Amounts eligible for reimbursement provided for any expense under this Section are only those amounts incurred in one taxable year will affect prior to the second anniversary of the Termination Date. The maximum aggregate amount available in another taxable year, and the right to payable by CGX under this reimbursement is Section 20 shall not subject to liquidation or exchange for another benefitexceed $100,000.00.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if if, following a Change in Control occurs and Control, it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any or all of the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in good faith in connection with any of the foregoing; provided thatprovided, in regard however, that the Company shall have no obligation hereunder to such matters, pay any attorneys' fees or related expenses with respect to any frivolous claims made by the Executive has not acted frivolously, in bad faith or with no colorable claim of successExecutive. Such fees and expenses will be paid Payments by the Company as they are incurred by the Executive, but in no event later than the end shall be made within 10 business days after receipt of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the written request for payment accompanied by such evidence of fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect expenses as the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitCompany may reasonably require.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive shall not be required to incur any legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed failed, or is alleged to have failed, to comply with any of its obligations under this Agreement Agreement, or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in whole or in part, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the any benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter hereinafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, Company in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the The Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and shall reimburse the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within thirty (30) days after each written request therefore any and all reasonable attorneys' ’ and related fees and expenses actually incurred by the Executive in connection with any such proceeding or otherwise as a result of the foregoing; provided thatCompany’s failure to perform this Agreement or any provision hereof or as a result of the Company or any other person contesting the validity or reasonableness of this Agreement. Without limiting the generality of the forgoing, in regard to such mattersif any amount is not paid hereunder when due, including, but not limited to, any amount of Base Salary, Annual Bonus (if any), fees or expenses, the Executive has not acted frivolouslyamount thereof shall bear interest from the due date thereof until paid in full at the rate of 10% per annum; provided, in bad faith or with no colorable claim of success. Such however, that the reimbursement for fees and expenses will pursuant to this Section 2.8 shall be paid by the Company as they are incurred by the Executive, but in made no event later than the end of the Executive's taxable calendar year following the Executive's taxable calendar year in which such legal fees or expenses were incurred. This Section 2.8 shall remain in effect throughout the Executive incurs Employment Period and for a period of five (5) years following the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect termination of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitEmployment Period.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation litigation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counselcounsel (other than Winstead Sechxxxx & Xinixx X.X.), and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid. (b) To ensure the benefits intended to be provided that, in regard to such mattersthe Executive under Subsection 7(a) hereof, the Company has established an irrevocable standby Letter of Credit in favor of the Executive has not acted frivolouslyand each other person who is named an Executive under similar agreements, in bad faith or with no colorable claim drawn on Texas Commerce Bank (the "Letter of success. Such fees Credit") which provides for a credit amount of $250,000 being made available to the Executive against presentation at any time and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end from time to time of the Executive's taxable year following clean sight drafts, accompanied by statements of the Executive's taxable year in which the Executive incurs the counsel for fees and expenses. In addition, in an aggregate amount not to exceed $250,000, unless a larger amount is previously authorized by two of the Chairman, President or Vice President of the Company, provided that no reimbursement provided such person may act in two separate capacities or authorize a larger amount for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefithimself.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and If it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counselproceeding. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay to the Executive and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any claims made in good faith but only if, and to the extent and at the earliest date(s) that, such actions are determined to be permitted without violating Section 409A of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of successCode. Such payments will be made after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by incurred as the Company as they are may reasonably require. Notwithstanding the foregoing, any such reimbursement shall be for expenses incurred by during the Executive, but in ’s lifetime and shall be made no event later than the end last day of the Executive's taxable ’s tax year following the Executive's taxable tax year in which the Executive incurs the fees and expensesexpense. In addition, no event will the amount of expenses eligible for reimbursement provided for any expense incurred by the Company in one taxable year will affect the amount available of expenses eligible for reimbursement to be provided in another any other taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company CBI that the no Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company CBI has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company CBI or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company CBI irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company CBI as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company CBI or any Directordirector, officer officer, stockholder or employee of the Companyother person affiliated with CBI, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents CBI shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred or reasonably expected to be incurred by the Executive in connection with any such proceeding or otherwise as a result of CBI's failure to perform this Agreement or any provision hereof or as a result of CBI or any person contesting the foregoingvalidity or enforceability of this Agreement or any provision hereof; provided thatprovided, however, that to the extent the Executive does not prevail in regard to any such matterslitigation, arbitration, or other legal action, the Executive has not acted frivolously, in bad faith or with no colorable claim shall repay to CBI the amount (without interest) of success. Such such attorney's fees and related fees and expenses will previously advanced. (b) CBI shall at its sole cost and expense obtain a commitment for an irrevocable clean letter of credit, substantially in the form of that attached hereto as Exhibit II and incorporated herein by reference (the "Letter of Credit"), to be issued by a commercial bank selected by CBI having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State (the "Bank"), to secure for the benefit of Executive the total value of performance of CBI's obligations under this Agreement by providing that the total amount of all payments due to be paid by CBI to Executive under this Agreement shall be paid on a regular, periodic basis upon presentation by Executive to the Company as they Bank of a statement or statements prepared by Executive's counsel that such payments are incurred by due and owing, and that CBI has not performed its obligation to make such payments. CBI shall at its sole cost and expense obtain the Executive, but in no event issuance of the Letter of Credit pursuant to such commitment not later than the end Effective Date and shall pay all amounts and take all action necessary to maintain such Letter of Credit during the ExecutiveEmployment Period and for two years thereafter and if, notwithstanding CBI's taxable year following complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, CBI shall obtain a replacement irrevocable clean letter of credit on substantially the Executive's taxable year same terms and conditions as contained in the Letter of Credit drawn upon a commercial bank having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State, which assures the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to benefits of this reimbursement is not subject to liquidation or exchange for another benefitAgreement.

Legal Fees and Expenses. In (a) Except as provided in Section 9(b), each party shall pay or cause to be paid and shall be solely responsible for any and all attorneys' and related fees and expenses incurred by it in connection with any dispute arising with respect to this Agreement; PROVIDED, HOWEVER, that if the Executive prevails in any such dispute, the Company shall reimburse the Executive for any and all such fees and expenses incurred by the Executive in connection with such dispute. (b) Except in the event of a Change in Controlthat the Executive is terminated for Cause, it is the intent of the Company that that, if a Change in Control has occurred, the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that that, after a Change in Control, the Company has failed to comply with any of its obligations under this Agreement or in the event that if the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter hereinafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counselIf a Change in Control has occurred, the Company irrevocably consents shall pay or cause to the Executive's entering into an attorney-client relationship with such counsel, be paid and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; provided that, in regard Company's failure to such matters, the Executive has not acted frivolously, in bad faith perform this Agreement or with no colorable claim any provision hereof or as a result of success. Such fees and expenses will be paid by the Company or any person contesting the validity or enforceability of this Agreement or any provision hereof as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitaforesaid.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that. (b) Without limiting the obligations of the Company pursuant to Section 7(a) hereof, in regard to such mattersthe event a Change in Control occurs, the Executive has not acted frivolouslyperformance of the Company's obligations under this Agreement, including, without limitation, this Section 7 and Annex A, shall be secured by amounts deposited or to be deposited in bad faith or with no colorable claim of success. Such trust pursuant to certain trust agreements to which the Company shall be a party providing that the benefits to be provided hereunder and the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive's taxable year following Executive hereunder. Subject to the Executive's taxable year in which foregoing, the Executive incurs shall have the fees status of a general unsecured creditor of the Company and expenses. In additionshall have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and Company or any Affiliate of the right to this reimbursement is not subject to liquidation or exchange for another benefitCompany.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided thatforegoing during the period beginning on the Effective Date and ending 10 years after the date of the Executive’s termination of employment. However, in regard to such matters, if the Executive has not acted frivolously, brings an action in bad faith faith, or with no colorable claim of success. Such , the Company shall not pay for any of Executive’s attorneys’ fees and expenses or related expenses. (b) Payments due to the Executive under Section 8.1(a) will be paid by the Company as they are incurred by the Executive, made within five business days (but in any event no event later than the end last day of the Executive's taxable ’s tax year following the Executive's taxable tax year in which the Executive incurs the expense) after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses. In additionexpenses incurred as the Company may reasonably require, no reimbursement provided for any expense incurred that (i) the reimbursements or in-kind benefits to be provided by the Company in one taxable year will not affect the amount available reimbursement or in-kind benefits that the Company is obligated to pay in another any other taxable year, year and (ii) the Executive’s right to this reimbursement is or in-kind benefits will not be subject to liquidation or exchange for another benefit.

Legal Fees and Expenses. In the event of a Change in Control, it (a) (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, which fees shall be paid within five days of the day the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such submits to the Company an invoice from such counsel for the fees and expenses, which invoice shall be submitted no later than five days prior to the end of the taxable year of the Executive following the year in which the expenses will were incurred so that such fees shall be paid by within the Company as they are incurred period specified in Treasury Department Regulations Section 1.409A-3(i)(1)(v). (b) To ensure that the provisions of this Agreement can be enforced by the Executive, but certain trust arrangements (“Trusts”) have been established between KeyBank Company of Ohio, N.A., as Trustee (“Trustee”), and the Company. Each of Trust Agreement No. 1 (Amended and Restated Effective June 1, 1997, as amended) (“Trust Agreement No. 1”), Trust Agreement No. 2 (Amended and Restated Effective October 15, 2002, as amended) (“Trust Agreement No. 2”), and Trust Agreement No. 7 dated April 9, 1991, as amended (“Trust Agreement No. 7”), as it may be subsequently amended and/or restated, between the Trustee and the Company, sets forth the terms and conditions relating to payment from Trust Agreement No. 1 of compensation, pension benefits and other benefits pursuant to the Agreement owed by the Company, payment from Trust Agreement No. 2 for attorneys’ fees and related fees and expenses pursuant to Section 8(a) hereof owed by the Company, and payment from Trust Agreement No. 7 of pension benefits owed by the Company. Executive shall make demand on the Company for any payments due Executive pursuant to Section 8(a) hereof prior to making demand therefor on the Trustee under Trust Agreement No. 2. (c) Upon the earlier to occur of (i) a Change in no Control or (ii) a declaration by the Board that a Change Control is imminent, the Company shall promptly to the extent it has not previously done so, and in any event later than within five (5) business days: (A) transfer to the Trustee to be added to the principal of the Trust under Trust Agreement No. 1 a sum equal to (I) the present value on the date of the Change in Control (or on such fifth business day if the Board has declared a Change in Control to be imminent) of the payments to be made to Executive under the provisions of Annex A and Section 5 hereof, such present value to be computed using the assumptions set forth in Annex A hereof and the computations provided for in Section 5 hereof less (II) the balance in the Executive’s accounts provided for in Trust Agreement No. 1 as of the most recent completed valuation thereof, as certified by the Trustee under Trust Agreement No. 1 less (III) the balance in the Executive’s accounts provided for in Trust Agreement No. 7 as of the most recently completed valuation thereof, as certified by the Trustee under Trust Agreement No. 7; provided, however, that if the Trustee under Trust Agreement No. 1 and/or Trust Agreement No. 7 does not so certify by the end of the Executive's taxable year following fourth (4th) business day after the earlier of such Change in Control or declaration, then the balance of such respective account shall be deemed to be zero. Any payments of compensation, pension or other benefits by the Trustee pursuant to Trust Agreement No. 1 or Trust Agreement No. 7 shall, to the extent thereof, discharge the Company’s obligation to pay compensation, pension and other benefits hereunder, it being the intent of the Company that assets in such Trusts be held as security for the Company’s obligation to pay compensation, pension and other benefits under this Agreement; and (B) transfer to the Trustee to be added to the principal of the Trust under Trust Agreement No. 2 the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) less any principal in such Trust on such fifth business day. Any payments of the Executive's taxable year in which the Executive incurs the ’s attorneys’ and related fees and expensesexpenses by the Trustee pursuant to Trust Agreement No. In addition2 shall, no reimbursement provided to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that assets in such Trust be held as security for any expense incurred in one taxable year the Company’s obligation under Section 7(a) hereof. Executive understands and acknowledges that the entire corpus of the Trust under Trust Agreement No. 2 will affect be $250,000 and that said amount will be available to discharge not only the amount available in another taxable yearobligations of the Company to Executive under Section 7(a) hereof, but also similar obligations of the Company to other executives and the right to this reimbursement is not subject to liquidation or exchange for another benefitemployees under similar provisions of other agreements and plans.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of the Executive’s written requests for payment, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require. Notwithstanding the foregoing, the Company’s obligation to pay to the Executive the legal fees and expenses under this Section 7(a) is not intended to include any fees and expenses incurred in connection with the initial review of this Agreement or any related agreement by the Executive or the Executive’s counsel or advisers. (b) Without limiting the obligations of the Company pursuant to Section 7(a), in the event a Change in Control occurs, the performance of the Company’s obligations under Section 4 and this Section 7 will be secured by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company will be a party providing that the benefits to be paid pursuant to Section 4 and the fees and expenses of counsel selected from time to time by the Company as they are incurred Executive pursuant to Section 7(a) will be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) will not limit the rights of the Executive's taxable year following Executive hereunder. Subject to the Executive's taxable year in which foregoing, the Executive incurs will have the fees status of a general unsecured creditor of the Company and expenses. In additionwill have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Subsidiary.

Legal Fees and Expenses. In the event of a Change in Control, (a) it is the intent of the Company CBI that the no Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company CBI has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company CBI or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company CBI irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company CBI as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company CBI or any Directordirector, officer officer, stockholder or employee of the Companyother person affiliated with CBI, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents CBI shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred or reasonably expected to be incurred by the Executive in connection with any such proceeding or otherwise as a result of CBI's failure to perform this Agreement or any provision hereof or as a result of CBI or any person contesting the foregoingvalidity or enforceability of this Agreement or any provision hereof; provided thatprovided, however, that to the extent the Executive does not prevail in regard to any such matterslitigation, arbitration, or other legal action, the Executive has not acted frivolously, in bad faith or with no colorable claim shall repay to CBI the amount (without interest) of success. Such such attorney's fees and related fees and expenses will previously advanced. (b) CBI shall at its sole cost and expense obtain a commitment for an irrevocable clean letter of credit, substantially in the form of that attached hereto as Exhibit II and incorporated herein by reference (the "Letter of Credit"), to be issued by a commercial bank selected by CBI having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State (the "Bank"), to secure for the benefit of Executive the total value of performance of CBI's obligations under this Agreement by providing that the total amount of all payments due to be paid by CBI to Executive under this Agreement shall be paid on a regular, periodic basis upon presentation by Executive to the Company as they Bank of a statement or statements prepared by Executive's counsel that such payments are incurred by due and owing, and that CBI has not performed its obligation to make such payments. CBI shall at its sole cost and expense obtain the Executive, but in no event issuance of the Letter of Credit pursuant to such commitment not later than the end Effective Date and shall pay all amounts and take all action necessary to maintain such Letter of Credit during the ExecutiveEmployment Period and for two years thereafter and if, notwithstanding CBI's taxable year following complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, CBI shall obtain a replacement irrevocable clean letter of credit on substantially the Executive's taxable year same terms and conditions as contained in the Letter of Credit drawn upon a commercial bank having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State, which assures the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to benefits of this reimbursement is not subject to liquidation or exchange for another benefitAgreement.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including including, without limitation limitation, the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by Executive as a result of such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by the Company as they are incurred by shall be repaid to the ExecutiveCompany. With respect to the Company’s obligations under this Section 4, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right expenses of counsel selected by Executive pursuant to this reimbursement Section 4 will be paid, or reimbursed to Executive if paid by Executive, on a regular, periodic basis upon presentation by Executive to the Company of a statement or statements prepared by such counsel in accordance with its customary practices. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not subject excuse the Company from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to liquidation satisfy any of its obligations under this Section 4 will not limit the rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company and will have no right to, or exchange for another benefitsecurity interest in, any assets of the Company or any Affiliate.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive Indemnified Party not be required to incur legal fees and the related expenses or other Expenses associated with the interpretation, enforcement or defense of the Executive's Indemnified Parties' rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive Indemnified Parties hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if a Change in Control occurs and it should appear to the Executive ENTITY that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive any Indemnified Party the benefits provided or intended to be provided to the Executive under Section 2 of this AgreementIndemnified Parties hereunder, the Company irrevocably authorizes the Executive ENTITY from time to time to retain counsel of the ExecutiveENTITY's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Indemnified Parties in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executiveeach Indemnified Party's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive each such Indemnified Party agree that a confidential relationship will shall exist between the Executive each such Indemnified Party and such counsel. Without respect to whether the Executive an Indemnified Party prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive such Indemnified Party in connection with any of the foregoing; provided thatprovided, however, that in regard to no event will the Company be financially responsible for such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such attorneys' fees and expenses will be paid if (1) a final, nonappealable determination by a court of competent jurisdiction has determined that the Losses relating to, resulting from or arising out of a Claim were related solely to, resulted solely from or arose solely out of the Indemnified Party's gross negligence, recklessness or willful misconduct, (2) the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided has previously reimbursed or indemnified ENTITY or its Affiliates for any expense incurred in one taxable year will affect the amount available in another taxable yearsuch Losses, and (3) the right Company has initiated proceedings to this reimbursement is not subject to liquidation or exchange for another benefitrecover such funds.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by the Executive was frivolous. (In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by the Executive as a result of such frivolous claim or defense shall become the Executive's sole responsibility and any funds advanced by the Company or by a Trust created to secure such payment shall be repaid.) The Company agrees to pay promptly as they are incurred incurred, to the full extent permitted by law, all legal fees and expenses which the Executive incurs as described above, plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In addition and to the extent not already provided by the terms of any insurance policy owned by the Company, the Company hereby agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any litigation or other legal action filed against the Executive or his estate arising out of, or in any way connected with or resulting from, actions taken or omitted to be taken by the Executive during his employment with the Company. In the event a "Change in Control" (as defined in the Prior Agreement and hereinafter referred to "CIC") occurs, the performance of the Company's obligations under this Section 8 will be funded by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company will be a party providing that the fees and expenses of counsel selected from time to time by the Executive pursuant to this Section 8 will be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements contemplated immediately above. The pendency of a claim by the Company that a claim or defense of the Executive's taxable year following Executive is frivolous or otherwise lacking merit shall not excuse the Executive's taxable year in which Company (or the trustee of a Trust contemplated by this Section 8) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 8 will not limit the rights of the Executive incurs hereunder. Subject to the fees foregoing, the Executive will have the status of a general unsecured creditor of the Company and expenses. In additionwill have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in ControlThe Company intends that, it is the intent of the Company that except ----------------------- as set forth below, the Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive reasonably believes that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, unenforceable or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without The Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing up to a maximum amount of $50,000 without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoingforegoing (which payments shall be made on a regular, periodic basis upon presentation to the Company of a statement or statements prepared by such counsel in accordance with its customary practices) and will pay reimburse the Executive and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses in excess of such $50,000 amount incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, foregoing thereafter if the Executive has not acted frivolously, prevails in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitconnection therewith.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company CGX that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company CGX has failed to comply with any of its obligations under this Agreement or in the event that the Company CGX or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company CGX irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company CGX as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation litigation or defense of any litigation or other legal action, whether by or against the Company CGX or any Directordirector, officer officer, shareholder or employee of the Companyother person affiliated with CGX, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company CGX and such counsel, the Company CGX irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the Company connection therewith CGX and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect CGX shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with as a result of CGX’s failure to perform this Agreement or any provision thereof or as a result of CGX or any person contesting the foregoing; provided that, in regard to validity or enforceability of this Agreement or any provision thereof as aforesaid. CGX shall pay such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and related expenses will be paid by the Company as they are incurred by the Executive, promptly (but in no event later than the end December 31st of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the such fees and expensesexpenses were incurred) after a statement or statements, prepared by such counsel in accordance with such counsel’s customary billing practices, therefor are received by CGX. In addition, no Amounts eligible for reimbursement provided for any expense under this Section are only those amounts incurred in one taxable year will affect prior to the second anniversary of the Termination Date. The maximum aggregate amount available in another taxable year, payable by CGX under this Section 20 shall not exceed $50,000.00 during the 12-month period ending on the first anniversary of the Termination Date and $50,000 during the right to this reimbursement is not subject to liquidation or exchange for another benefit12-month period ending on the second anniversary of the Termination Date.

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect regard to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses expense incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In such mattersa case, the portion of such fees and expense incurred by Executive has not acted frivolouslyas a result of such frivolous claim or defense shall become Executive's sole responsibility and any funds advanced by the Company or by a trust created to secure such payment shall be repaid. In the event a Change of Control occurs, the performance of the Company's obligations under this Section 5 will be funded by amounts deposited or which may be deposited in bad faith or with no colorable claim of success. Such trust pursuant to certain trust agreements to which the Company may be a party providing that the fees and expenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the Company or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements, if any, contemplated immediately above. The pendency of a claim by the Company that a claim or defense of Executive is frivolous or otherwise lacking merit shall not excuse the Company (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as they are incurred hereinabove provided. Any failure by the ExecutiveCompany to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing, but in no event later than Executive will have the end status of a general unsecured creditor of the Executive's taxable year following Company and will have no right to, or security interest in, any assets of the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for Company or any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitAffiliate.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Executive, the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid. (b) In order to ensure the benefits intended to be provided that, in regard to such mattersthe Executive under Section 8(a) hereof, the Company hereby agrees, upon the occurrence of a Change in Control, to establish an irrevocable standby letter of credit, substantially in the form attached hereto as Exhibit A and incorporated herein by reference (the "Letter of Credit"), to be issued by a national banking association with a capital and surplus of not less than $100,000,000 (the "Bank") for the benefit of the Executive has not acted frivolously, in bad faith or with no colorable claim and certain other of success. Such the officers of the Company and providing that the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to this Section 8 shall be paid, or reimbursed to the Executive if paid by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which on a regular, periodic basis upon presentation by the Executive incurs to the fees and expenses. In addition, no reimbursement provided for any expense incurred Bank of a statement or statements prepared by such counsel in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.accordance with its customary

Legal Fees and Expenses. In the event of a Change in Control, it It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Executive entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' fees and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by the Executive was frivolous. (In such mattersa case, the Executive has not acted frivolously, in bad faith or with no colorable claim portion of success. Such such fees and expenses will be paid incurred by the Executive as a result of such frivolous claim or defense shall become the Executive's sole responsibility and any funds advanced by the Company or by a Trust created to secure such payment shall be repaid.) The Company agrees to pay promptly as they are incurred incurred, to the full extent permitted by law, all legal fees and expenses which the Executive incurs as described above, plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In addition and to the extent not already provided by the terms of any insurance policy owned by the Company, the Company hereby agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any litigation or other legal action filed against the Executive or his estate arising out of, or in any way connected with or resulting from, actions taken or omitted to be taken by the Executive during his employment with the Company. In the event a CIC occurs, the performance of the Company's obligations under this Section 8 will be funded by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company will be a party providing that the fees and expenses of counsel selected from time to time by the Executive pursuant to this Section 8 will be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment of expenses directly from the Company, Executive must first exhaust all rights to payment under the trust agreements contemplated immediately above. The pendency of a claim by the Company that a claim or defense of the Executive's taxable year following Executive is frivolous or otherwise lacking merit shall not excuse the Executive's taxable year in which Company (or the trustee of a Trust contemplated by this Section 8) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by the Company to satisfy any of its obligations under this Section 8 will not limit the rights of the Executive incurs hereunder. Subject to the fees foregoing, the Executive will have the status of a general unsecured creditor of the Company and expenses. In additionwill have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Affiliate.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive Registered Managing Director not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's Registered Managing Director’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive Registered Managing Director hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive Registered Managing Director that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive Registered Managing Director the benefits provided or intended to be provided to the Executive Registered Managing Director under Section 2 of this the Agreement, the Company irrevocably authorizes the Executive Registered Managing Director from time to time to retain counsel of the Executive's Registered Managing Director’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive Registered Managing Director in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Directordirector, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's Registered Managing Director’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive Registered Managing Director agree that a confidential relationship will exist between the Executive Registered Managing Director and such counsel. Without respect to whether the Executive Registered Managing Director prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive Registered Managing Director in connection with any of the foregoing; provided that, in regard to such matters, the Executive Registered Managing Director has not acted frivolously, in bad faith or with no colorable claim of success. Such fees and expenses will be paid by the Company as they are incurred by the Executive, but in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitRegistered Managing Director.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur the legal fees and the related expenses associated with (i) the interpretationinterpretation of any provision in, or obtaining of any right or benefit under, this Agreement or (ii) the enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, the interpretation or enforcement or defenseof this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by Executive under this Section 18, but only if, and to the Executive in connection with any extent and at the earliest date(s) that, such actions are determined to be permitted without violating Section 409A of the foregoing; provided thatCode. (b) Without limiting the obligations of the Company pursuant to Section 18(a), in regard to such mattersthe event a Change in Control occurs, the Executive has not acted frivolouslyperformance of the Company’s obligations under Sections 5, 6 and 7 and this Section 18 will be secured by amounts deposited or to be deposited in bad faith or with no colorable claim of success. Such trust pursuant to certain trust agreements to which the Company will be a party providing that the benefits to be paid pursuant to Sections 5, 6 and 7 and the fees and expenses of counsel selected from time to time by Executive pursuant to Section 18(a) will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company as they are incurred by to satisfy any of its obligations under this Section 18(b) will not limit the Executiverights of Executive hereunder. Subject to the foregoing, but in no event later than Executive will have the end status of a general unsecured creditor of the Executive's taxable year following Company and will have no right to, or security interest in, any assets of the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for Company or any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitSubsidiary.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company CBI that the no Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company CBI has failed to comply with any of its obligations under this Agreement Agreement, or in the event that the Company CBI or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company CBI irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company CBI as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation litigation, arbitration or other legal action, whether by or against the Company CBI or any Directordirector, officer officer, stockholder or employee of the Companyother person affiliated with CBI, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents CBI shall advance to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for within 30 days after each written request therefor any and all reasonable attorneys' and related fees and expenses actually incurred or reasonably expected to be incurred by the Executive in connection with any such proceeding or otherwise as a result of CBI's failure to perform this Agreement or any provision hereof or as a result of CBI or any person contesting the foregoingvalidity or enforceability of this Agreement or any provision hereof; provided thatprovided, however, that to the extent the Executive does not prevail in regard to any such matterslitigation, arbitration, or other legal action, the Executive has not acted frivolously, in bad faith or with no colorable claim shall repay to CBI the amount (without interest) of success. Such such attorney's fees and related fees and expenses will previously advanced. (b) CBI shall at its sole cost and expense obtain a committment for an irrevocable clean letter of credit, substantially in the form of that attached hereto as Exhibit II and incorporated herein by reference (the "Letter of Credit"), to be issued by a commercial bank selected by CBI having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State (the "Bank"), to secure for the benefit of Executive the total value of performance of CBI's obligations under this Agreement by providing that the total amount of all payments due to be paid by CBI to Executive under this Agreement shall be paid on a regular, periodic basis upon presentation by Executive to the Company as they Bank of a statement or statements prepared by Executive's counsel that such payments are incurred by due and owing, and that CBI has not performed its obligation to make such payments. CBI shall at its sole cost and expense obtain the Executive, but in no event issuance of the Letter of Credit pursuant to such committment not later than the end Effective Date and shall pay all amounts and take all action necessary to maintain such Letter of Credit during the ExecutiveEmployment Period and for two years thereafter and if, notwithstanding CBI's taxable year following complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, CBI shall obtain a replacement irrevocable clean letter of credit on substantially the Executive's taxable year same terms and conditions as contained in the Letter of Credit drawn upon a commercial bank having total assets equivalent to at least $6 billion and either incorporated under the laws of, or having an office in, the United States or any State, which assures the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to benefits of this reimbursement is not subject to liquidation or exchange for another benefitAgreement.

Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the (a) The Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof such costs substantially would detract from the Executive's benefits intended to be extended to the Executive hereunderunder this Agreement. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that. However, in regard to such matters, if the Executive has not acted frivolously, brings an action in bad faith faith, or with no colorable claim of success, the Company shall not pay for any of Executive's attorneys' fees or related expenses. Such 16 250 (b) Without limiting the obligations of the Company under Section 7(a) of this Agreement, in the event a Change in Control occurs, the performance of the Company's obligations under this Section 7 shall be secured by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party, which amounts deposited shall in the aggregate be not less than $1,000,000, providing that the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive's taxable year following Executive hereunder. Subject to the Executive's taxable year in which foregoing, the Executive incurs shall have the fees status of a general unsecured creditor of the Company and expenses. In additionshall have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Subsidiary.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Executive’s written requests for payment, accompanied by such evidence of fees and expenses incurred as Company may reasonably require. (b) In order to secure the benefits to be received by Executive pursuant to this Agreement and similar arrangements with other executives, Company shall establish one or more trust funds (the “Trust”). Company will deposit in such Trust, within five (5) business days after the occurrence of an event that in the reasonable opinion of the Board will likely result in a Change in Control, an amount equal to approximately the maximum aggregate benefits that could be payable to Executive under the terms of this Agreement. Any funds which may be placed into the Trust under this Agreement shall continue for all purposes to be a part of the general funds of Company subject to the claims of Company’s creditors in the event of Company’s insolvency and no person shall by virtue of this Agreement have any interest in such funds. To the extent that any person acquires a right to receive payments from Company under this Agreement, such rights shall be no greater than the right of any unsecured general creditor of Company. Executive shall be entitled to receive distributions from the funds held in the Trust pursuant to the terms and conditions of this Agreement and the agreement establishing the Trust between Company and the trustee. If prior to the date of a Change in Control, the Board has actual knowledge that all third parties have abandoned or terminated their efforts to effect a Change in Control and a Change in Control at that time is unlikely and the Board so advises Executive, the trust funds and interest earned thereon, if any, shall be returned to Company by the trustee. Notwithstanding the provisions of this Section 6(b), failure by Company to place such funds in Trust in no way relieves Company from its financial obligations and responsibilities to Executive under the terms of this Agreement. (c) All benefits to be paid by pursuant to this Agreement, including any amounts paid pursuant to Section 6(a) which were not paid through the Company as they are incurred by Trust established pursuant to Section 6(b), shall be paid from the Executive, but in no event later than the end general assets of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefitCompany.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights under this Agreement by litigation or otherwise otherwise, because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, deny or to recover from, from the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation but not limited to the initiation or defense of any litigation or other legal action, whether by or against the Company or any DirectorTrustee, officer officer, shareholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, prevails in whole or in part, part in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing; foregoing up to a maximum aggregate amount of $100,000 , provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such . (b) Without limiting the obligations of the Company pursuant to Section 7(a) hereof, in the event that a Change in Control occurs, the performance of the Company's obligations under this Section 7 shall be secured by amounts, which shall in the aggregate be not less than $100,000, deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party providing that the fees and expenses will be paid of counsel selected from time to time by the Company as they are incurred Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, but either in no event later than accordance with the end terms of such trust agreements or, if not so provided, upon presentation from time to time by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive's taxable year following Executive hereunder. Subject to the Executive's taxable year in which foregoing, the Executive incurs shall have the fees status of a general unsecured creditor of the Company and expenses. In additionshall have no right to, no reimbursement provided for or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Subsidiary.

Legal Fees and Expenses. In the event of that a Change in Control, it is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement claim for payments or defense of the Executive's rights benefits under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover fromis disputed, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will Corporation shall pay and be solely financially responsible for any and all reasonable attorneys' and related attorney fees and expenses incurred by the Executive in connection with any pursuing such claim, provided that the Executive is successful as to at least part of the foregoingdisputed claim by reason of litigation, arbitration or settlement. Any amount payable by the Corporation pursuant to this Section 11 will be paid as follows: (a) if the disputed claim has not been resolved (whether via litigation, arbitration, or settlement) by the end of any calendar year subsequent to the time that a claim for payment has been disputed, then the Corporation shall reimburse the Executive by no later than December 31 of the following calendar year for all reasonable attorney fees and expenses incurred by the Executive during such calendar year in pursuing such claim, provided that the Executive will be required to repay such amounts promptly to the Corporation upon the resolution of such disputed claim unless she is successful as to at least part of the disputed claim; provided thatand (b) upon resolution of the disputed claim (whether via litigation, arbitration, or settlement), the Corporation shall reimburse the Executive by no later than December 31 of the calendar year following the year in regard to which such mattersresolution occurs for all reasonable attorney fees and expenses incurred by the Executive in pursuing such claim during the calendar year in which such resolution occurs, but only if the Executive has not acted frivolouslybeen successful as to at least part of the disputed claim. Notwithstanding the foregoing, in bad faith no event will the Executive be reimbursed for any fees or with no colorable expenses under clauses (a) and (b) of the immediately prior sentence later than sixty (60) days after the disputed claim of successhas been resolved. Such The reimbursement right set forth in this Section 11 shall be limited to fees and expenses will be incurred during the Executive’s employment with the Corporation and during the ten-year period immediately thereafter. Any amount paid by the Company as they are incurred Corporation in any year under this Section 11 will not be affected by the Executive, but amount of any payment made by the Corporation pursuant to this Section 11 in no event later than the end of the Executive's taxable year following the Executive's taxable year in which the Executive incurs the fees and expenses. In addition, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable other year, and under no circumstances will the right Executive by permitted to liquidate or exchange the benefit afforded her in this reimbursement Section 11 for cash or any other benefit. This benefit is not subject to liquidation or exchange for another benefitthe limitations set forth in Section 6(i) above.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's his rights under this Agreement by litigation or otherwise other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's his choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer officer, stockholder or employee of other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection, connection the Company and the Executive agree that a confidential relationship will shall exist between the Executive and such counsel. Without respect The Company shall pay or cause to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay be paid and shall be solely financially responsible for any and all reasonable attorneys' and related fees and expenses incurred by the Executive in connection with any as a result of the foregoing; provided thatCompany's failure to perform this Agreement or any provision thereof or as a result of the Company or any Person contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid. (b) Without limiting the obligations of the Company pursuant to this Agreement, in regard to such mattersthe event a Change in Control occurs, the performance of the Company's obligations under this Agreement shall be secured by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party, providing, among other things for the payment of severance compensation to the Executive has not acted frivolouslypursuant to Section 6 hereof, in bad faith or with no colorable claim of success. Such and the Gross- Up Payment to the Executive pursuant to Section 4 hereof, and providing that the reasonable fees and related expenses will be paid of one or more professionals selected from time to time by the Company as they are incurred Executive pursuant to Section 9(a) hereof shall be paid, or reimbursed to the Executive if paid by the Executive, but either in no accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such professional in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 9(b) shall not limit the rights of the Executive hereunder. Upon the earlier to occur of (i) a Change in Control or (ii) a declaration by the Board that a Change in Control is imminent, the Company shall promptly to the extent it has not previously done so, and in any event later than within five business days: (A) transfer to trustees of such trust agreements to be added to the principal of the trusts a sum equal to (I) the present value on the date of the Change in Control (or on such fifth business day if the Board has declared a Change in Control to be imminent) of the payments to be made to the Executive under the provisions of Sections 6 and 4 hereof, less (II) the balance in the Executive's accounts provided for in such trust agreements as of the most recent completed valuation thereof, as certified by the trustee under each trust agreement; provided, however, that if the trustee under any trust agreement, respectively, does not so certify by the end of the Executivefourth business day after the earlier of such Change in Control or declaration, then the balance of such respective account shall be deemed to be zero. Any payments of severance compensation or other benefits hereunder by the trustee pursuant to any trust agreement shall, to the extent thereof, discharge the Company's taxable year following obligation to pay severance compensation and other benefits hereunder, it being the intent of the Company that assets in such trusts be held as security for the Company's obligation to pay severance compensation and other benefits under this Agreement; and (B) transfer to the trustees to be added to the principal of the trusts under the trust agreements the sum of one hundred thousand dollars ($100,000), less any principal in such trusts, on such fifth business day dedicated to the payment of the Company's obligations under Section 9(a) hereof. Any payments of the Executive's taxable year reasonable professional fees and related expenses by the trustees pursuant to the trust agreements shall, to the extent thereof, discharge the Company's obligation hereunder, it being the intent of the Company that assets in which such trust be held as security for the Company's obligation under Section 9(a) hereof. The Executive understands and acknowledges that the corpus of the trust, or separate portion thereof, dedicated to the payment of the Company's obligations under Section 9(a) hereof will be $100,000 and that such amount will be available to discharge not only the obligations of the Company to the Executive incurs under Section 9(a) hereof, but also similar obligations of the fees Company to other executives and expenses. In additionemployees under similar provisions of other agreements. (c) Subject to the foregoing, the Executive shall have the status of a general unsecured creditor of the Company and shall have no reimbursement provided for right to, or security interest in, any expense incurred in one taxable year will affect assets of the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation Company or exchange for another benefitany Subsidiary.

Legal Fees and Expenses. In the event of a Change in Control, it (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's ’s rights in connection with any dispute arising under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive under Section 2 of this Agreementhereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's ’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement dispute or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer or employee of the Company, in any jurisdictionproceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's ’s entering into an attorney-client relationship with such counsel, and in that connection, the connection Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys' ’ and related fees and expenses incurred by Executive at any time from the Executive Effective Date through Executive’s remaining lifetime, (or, if longer, through the 20th anniversary of the Effective Date) in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such payments will be made within five business days after delivery of Executive’s written requests for payment, accompanied by such evidence of fees and expenses will be paid by the incurred as Company as they are incurred by the Executive, but in no event later than may reasonably require; provided that Executive shall have submitted all required documentation at least 14 days before the end of the Executive's taxable calendar year next following the Executive's taxable calendar year in which the Executive incurs the such fees and expensesexpenses were incurred. (b) In order to secure the benefits to be received by Executive pursuant to this Agreement and similar arrangements with other executives, Company shall establish one or more trust funds (the "Trust"). In additionCompany will deposit in such Trust, within five (5) business days after the occurrence of an event that in the reasonable opinion of the Board will likely result in a Change in Control, an amount equal to approximately the maximum aggregate benefits that could be payable to Executive under the terms of this Agreement; provided, however, that (i) the Trust shall not be funded if the funding thereof would result in taxable income to Executive by reason of Section 409A(b) of the Code; and (ii) in no reimbursement provided event shall any Trust assets at any time be located or transferred outside of the United States, within the meaning of Section 409A(b) of the Code. Any funds which may be placed into the Trust under this Agreement shall continue for all purposes to be a part of the general funds of Company subject to the claims of Company's creditors in the event of Company's insolvency and no person shall by virtue of this Agreement have any expense incurred interest in one taxable year will affect such funds. To the amount available extent that any person acquires a right to receive payments from Company under this Agreement, such rights shall be no greater than the right of any unsecured general creditor of Company. Executive shall be entitled to receive distributions from the funds held in another taxable year, the Trust pursuant to the terms and conditions of this Agreement and the right agreement establishing the Trust between Company and the trustee. If prior to the date of a Change in Control, the Board has actual knowledge that all third parties have abandoned or terminated their efforts to effect a Change in Control and a Change in Control at that time is unlikely and the Board so advises Executive, the trust funds and interest earned thereon, if any, shall be returned to Company by the trustee. Notwithstanding the provisions of this Section 6(b), failure by Company to place such funds in Trust in no way relieves Company from its financial obligations and responsibilities to Executive under the terms of this Agreement. (c) All benefits to be paid pursuant to this reimbursement is Agreement, including any amounts paid pursuant to Section 6(a) which were not subject paid through the Trust established pursuant to liquidation or exchange for another benefitSection 6(b), shall be paid from the general assets of the Company.