Common use of Payment of Legal Expenses Clause in Contracts

Payment of Legal Expenses. Employee will be entitled to reimbursement of any legal expenses reasonably incurred by Employee in order to obtain benefits under this Amendment; provided, that, the payment of such expenses is subject to an arms-length, bona fide dispute as to Employee's right to such benefits. Such reimbursements will be made on a regular, periodic basis upon Employee’s substantiation of such legal expenses; provided, however, that in no event will reimbursement be made later than March 15 of the year following the year in which Employee incurs the expenses unless Employee is a “Specified Employee” within the meaning of section 409A of the Code and it is determined that reimbursement of such expenses is being made by reason of Employee’s "Separation from Service" (within the meaning of section 409A of the Code and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance thereto) in which case reimbursement of such expenses will not be made before the day that is six (6) months and one (1) day following Employee’s Separation from Service. The amount of legal expenses eligible for reimbursement under this Section 2(f) during a taxable year may not affect the legal expenses eligible for reimbursement in any other taxable year and the right to reimbursement under this Section 2(f) is not subject to liquidation or exchange for another benefit. The pendency of a claim by the Company that a claim or defense of Employee is frivolous or otherwise lacking merit will not excuse the Company from making periodic payments of legal expenses pursuant to this Section 2(f) until a final determination is made regarding the validity of Employee’s claim. In the event that a final determination is made that a claim asserted by Employee was frivolous, the portion of such expenses incurred by Employee as a result of such frivolous claim will become Employee’s sole responsibility and any funds advanced by the Company will be repaid to the Company. Any failure by the Company to satisfy any of its obligations under this Section 2(f) will not limit the rights of Employee hereunder. Subject to the foregoing, Employee will have the status of a general unsecured creditor of the Company and will have no right to, or security interest in, any assets of the Company or any Subsidiary or Affiliate.

Payment of Legal Expenses. Employee The Covered Executive will be entitled to reimbursement of any legal expenses reasonably incurred by Employee him in order to obtain benefits under this Amendmentthe ESP; provided, that, the payment of such expenses is subject to an arms-length, bona fide dispute as to Employee's the Covered Executive’s right to such benefits. Such reimbursements will be made In order to comply with the exemption applicable to post-separation reimbursement plans under section 409A of the Code, in the event such legal expenses are otherwise deductible under section 162 or 167 of the Code (without regard to any limitation on a regular, periodic basis upon Employeethe Covered Executive’s substantiation adjusted gross income): (i) the reimbursement of such legal expensesexpenses only will be permitted with respect to expenses that are incurred during the shorter of the Severance Period or the Reimbursement Period; provided, however, and (ii) any reimbursement of such legal expenses that in no event will reimbursement are incurred during a particular taxable year of the Covered Executive must be made later than March 15 by the last day of the year Covered Executive’s immediately following taxable year. In the year event that the legal expenses are not otherwise deductible under section 162 or 167 or the Code (without regard to any limitation on the Covered Executive’s adjusted gross income), then in which Employee incurs order to comply with the expenses unless Employee is a “Specified Employee” within the meaning expense reimbursement provisions of section 409A of the Code and it is determined that reimbursement of such expenses is being made by reason of Employee’s "Separation from Service" (within Code, the meaning of section 409A of the Code and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance thereto) in which case reimbursement of such expenses will not be made before pursuant to the day terms of Section 3.1(f)(i) and Section 3.1(f)(ii) above; provided, that is six (6) months and one (1) day following Employee’s Separation from Service. The the amount of legal expenses reimbursed or eligible for reimbursement under this Section 2(f) during a taxable year may of the Covered Executive that occurs during the Severance Period or Reimbursement Period will not affect the legal expenses that are eligible for reimbursement in any other taxable year of the Covered Executive that occurs during the Severance Period or Reimbursement Period and the right to that such legal expense reimbursement under this Section 2(f) is not amounts will be subject to liquidation or exchange the six (6) month delay (when applicable) for another benefit. The pendency of a claim by the Company that a claim or defense of Employee is frivolous or otherwise lacking merit will not excuse the Company from making periodic payments of legal expenses pursuant to this Section 2(f) until a final determination is made regarding the validity of Employee’s claim. In the event that a final determination is made that a claim asserted by Employee was frivolous, the portion of such expenses incurred by Employee as a result of such frivolous claim will become Employee’s sole responsibility and any funds advanced by the Company will be repaid to the Company. Any failure by the Company to satisfy any of its obligations under this Section 2(f) will not limit the rights of Employee hereunder. Subject to the foregoing, Employee will have the status of a general unsecured creditor distributions in excess of the Company and will have no right to, or security interest in, any assets of the Company or any Subsidiary or Affiliate409A Exempt Amount as set forth in Section 3.3.

Payment of Legal Expenses. Employee Executive will be entitled to reimbursement of any legal expenses reasonably incurred by Employee Executive in order to obtain benefits under this AmendmentPlan; provided, that, the payment of such expenses is subject to an arms-length, bona fide dispute as to EmployeeExecutive's right to such benefits. Such reimbursements will be made on a regular, periodic basis upon EmployeeExecutive’s substantiation of such legal expenses; provided, however, that in no event will reimbursement be made later than March 15 of the year following the year in which Employee Executive incurs the expenses unless Employee Executive is a “Specified Employee” within the meaning of section 409A of the Code and it is determined that reimbursement of such expenses is being made by reason of EmployeeExecutive’s "Separation from Service" (within the meaning of section 409A of the Code and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance thereto) in which case reimbursement of such expenses will not be made before the day that is six (6) months and one (1) day following EmployeeExecutive’s Separation from Service. The amount of legal expenses eligible for reimbursement under this Section 2(f) during a taxable year may not affect the legal expenses eligible for reimbursement in any other taxable year and the right to reimbursement under this Section 2(f) is not subject to liquidation or exchange for another benefit. The pendency of a claim by the Company that a claim or defense of Employee Executive is frivolous or otherwise lacking merit will not excuse the Company from making periodic payments of legal expenses pursuant to this Section 2(f) until a final determination is made regarding the validity of EmployeeExecutive’s claim. In the event that a final determination is made that a claim asserted by Employee Executive was frivolous, the portion of such expenses incurred by Employee Executive as a result of such frivolous claim will become EmployeeExecutive’s sole responsibility and any funds advanced by the Company will be repaid to the Company. Any failure by the Company to satisfy any of its obligations under this Section 2(f) will not limit the rights of Employee Executive hereunder. Subject to the foregoing, Employee Executive will have the status of a general unsecured creditor of the Company and will have no right to, or security interest in, any assets of the Company or any Subsidiary or Affiliate.