All reasonable legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement, whether brought in good faith by the Employer, the Bank, the Company (or any successors thereto) or Executive, shall be paid or reimbursed by the Employer if, and only if, Executive is the prevailing party in such dispute or if a question of interpretation is resolved in Executive’s favor, provided, however, that such reimbursement shall occur not later than thirty (30) days after the date that Executive becomes entitled to reimbursement of legal fees under this Section 19 (but in no event later than two and one-half months after the end of the year in which the expense was incurred).

All reasonableIn addition to all other amounts payable to Executive under this Agreement, the Company shall pay or reimburse Executive for legal fees paid or(including without limitation, any and all court costs and attorneys' fees and expenses) incurred by Executive pursuantin connection with or as a result of any claim, action or proceeding brought by the Company or Executive with respect to or arising out of this Agreement or any disputeprovision hereof, unless, in the case of an action brought by Executive, it is determined by an arbitrator or questionby a court of interpretation relating to this Agreement, whethercompetent jurisdiction that such action was frivolous and was not brought in good faith by the Employer, the Bank, the Company (or any successors thereto) or Executive,faith. Such legal fees shall be paid or reimbursed by the Employer if,Company to Executive from time to time within five business days following receipt by the Company of copies of bills for such fees and only if,if the Company fails to make such payment within such five day period, the Company shall pay Executive isinterest thereon at the prevailing party in such disputerate of 5% per annum. All other expenses relating to any arbitration or if a question of interpretation is resolved in Executive’s favor, provided, however, that such reimbursementcourt proceedings shall occur not later than thirty (30) days afterbe paid by the date that Executive becomes entitled to reimbursement of legal fees under this Section 19 (but in no event later than two and one-half months after the end of the year in which the expense was incurred).Company.

AllFees and Expenses. If a dispute arises regarding the interpretation or enforcement of this Agreement and Executive obtains a final judgment in his favor in a court of competent jurisdiction or his claim is settled by Employer prior to the rendering of a judgment by such a court, all reasonable legal fees paid orand expenses incurred by Executive pursuantin seeking to obtain or enforce any disputeright or question of interpretation relating tobenefit provided for in this Agreement, whether brought in good faith by the Employer, the Bank, the Company (or any successors thereto)Agreement or Executive,otherwise pursuing his claim shall be paid or reimbursed by Employer, to the Employer if, and only if, Executive is the prevailing party in such dispute or if a question of interpretation is resolved in Executive’s favor, provided, however, that such reimbursement shall occur not later than thirty (30) days after the date that Executive becomes entitled to reimbursement of legal fees under this Section 19 (but in no event later than two and one-half months after the end of the year in which the expense was incurred).fullest extent permitted by law.