THEREIN).
CORPORATION AND OFFICER AGREE THAT
IT WOULD NOT BE IN GOOD FAITH FOR CORPORATION TO DISPUTE ANY GOOD-FAITH
DETERMINATION BY OFFICER THAT GOOD REASON EXISTS AS TO CIRCUMSTANCES ARISING
UPON, AFTER OR IN CONNECTION WITH A CHANGE IN CONTROL.
(III)
LEGAL FEES.
IN ADDITION TO ALL OTHER AMOUNTS PAYABLE TO OFFICER
UNDER THIS AGREEMENT, CORPORATION SHALL PAY TO OFFICER ALL REASONABLE LEGAL FEES
AND EXPENSES INCURRED BY OFFICER IN CONNECTION WITH ANY DISPUTE ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE INTERPRETATION THEREOF (INCLUDING, WITHOUT
LIMITATION, ALL SUCH FEES AND EXPENSES, IF ANY, INCURRED IN CONTESTING OR
DISPUTING ANY TERMINATION OF OFFICER'S EMPLOYMENT OR IN SEEKING TO OBTAIN OR
ENFORCE ANY RIGHT OR BENEFIT PROVIDED BY THIS AGREEMENT, OR IN CONNECTION WITH
ANY TAX AUDIT OR PROCEEDING TO THE EXTENT ATTRIBUTABLE TO THE APPLICATION OF
SECTION 4999 OF THE CODE TO ANY PAYMENT OR BENEFIT PROVIDED HEREUNDER),
REGARDLESS OF THE OUTCOME OF SUCH PROCEEDING; PROVIDED, HOWEVER, THAT IN THE
EVENT OFFICER COMMENCES SUCH ACTION, OFFICER SHALL NOT BE ENTITLED TO RECOVER
SUCH FEES AND COSTS IF THE ARBITRATOR DETERMINES THAT OFFICER BROUGHT THE CLAIM
IN BAD FAITH OR THE CLAIM WAS FRIVOLOUS.
ANY ATTORNEY'S FEES INCURRED BY
OFFICER SHALL BE PAID BY CORPORATION IN ADVANCE OF THE FINAL DISPOSITION OF SUCH
ACTION OR CHALLENGE, AS SUCH FEES AND EXPENSES ARE INCURRED; PROVIDED, HOWEVER,
THAT ANY AWARD AGAINST OFFICER SHALL REQUIRE HIM TO REPAY SUCH AMOUNTS, NET OF
ANY INCOME TAXES PAID OR PAYABLE BY OFFICER WITH RESPECT TO SUCH AMOUNTS, IF
SUCH AMOUNTS ARE INCURRED IN CONNECTION WITH AN ACTION COMMENCED BY OFFICER IF
IT IS ULTIMATELY DETERMINED BY THE COURT THAT OFFICER BROUGHT, SUCH ACTION IN
BAD FAITH OR THE CLAIM WAS FRIVOLOUS.
NOTWITHSTANDING THE FOREGOING, ANY
PAYMENT PURSUANT TO THIS SECTION 6(H)(III) IS SUBJECT TO COMPLIANCE WITH
SECTION 2-418 OF THE MARYLAND GENERAL CORPORATION LAW.
(I)
SEVERABILITY.
SHOULD A COURT OR OTHER BODY OF COMPETENT
JURISDICTION, OR AN ARBITRATOR SELECTED PURSUANT TO SECTION 6(H), DETERMINE THAT
ANY PROVISION OF THIS AGREEMENT IS EXCESSIVE IN SCOPE OR OTHERWISE INVALID OR
UNENFORCEABLE, SUCH PROVISION SHALL BE ADJUSTED (BUT IN NO EVENT BEYOND THE
SCOPE AND/OR TIME PERIOD CONTEMPLATED BY THIS AGREEMENT) RATHER THAN VOIDED, IF
POSSIBLE, TAKING INTO ACCOUNT THE INTENT OF THE PARTIES WHEN THEY ENTERED INTO
THIS AGREEMENT AND ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED VALID
AND ENFORCEABLE TO THE EXTENT POSSIBLE.
(J)
SURVIVAL OF CORPORATION'S OBLIGATIONS.
CORPORATION'S OBLIGATIONS
HEREUNDER SHALL NOT BE TERMINATED BY REASON OF ANY LIQUIDATION, DISSOLUTION,
BANKRUPTCY, CESSATION OF BUSINESS, OR SIMILAR EVENT RELATING TO CORPORATION.
THIS AGREEMENT SHALL NOT BE TERMINATED BY ANY MERGER OR CONSOLIDATION OR OTHER
REORGANIZATION OF CORPORATION, INCLUDING A SALE, TRANSFER OR OTHER DISPOSITION
OF ALL OR SUBSTANTIALLY ALL OF CORPORATION'S ASSETS.
IN THE EVENT ANY MERGER,
CONSOLIDATION OR REORGANIZATION OF CORPORATION, OR A SALE OF ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS
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ASSETS OF CORPORATION, THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE SURVIVING OR