Full Settlement. The Company’s obligation to make the payments provided for under this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against a Participant or others. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan and such amounts shall not be reduced whether or not the Participant obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which a Participant may reasonably incur as a result of any contest by the Company, the Participant or others of the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereof (including as a result of any contest by the Participant about the amount of any payment pursuant to this Plan), provided, that the Participant shall be required to reimburse the Company for such payments if the Participant does not prevail on substantially all of the issues in connection with such dispute.

Full Settlement.Settlement; No Mitigation. The Company’s obligation to make the payments provided for under this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against athe Participant or others. In no event shall athe Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of thisthe Plan and such amounts shall not be reduced whether or not the Participant obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which a Participant may reasonably incur as a result of any contest by the Company, the Participant or others of the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereof (including as a result of any contest by the Participant about the amount of any payment pursuant to this Plan), provided, that the Participant shall be required to reimburse the Company for such payments if the Participant does not prevail on substantially all of the issues in connection with such dispute.

Full Settlement. The Company’Company's obligation to make the payments provided for underin this PlanAgreement and otherwise to perform its obligations hereunder shall not be affected by any set-set‑off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against a Participantthe Executive or others. In no event shall a Participantthe Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the ParticipantExecutive under any of the provisions of this PlanAgreement and such amounts shall not be reduced whether or not the ParticipantExecutive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which a Participantthe Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the ParticipantExecutive or others of the validity or enforceability of, or liability under, any provision of this PlanAgreement or any guarantee of performance thereof (including as a result of any contest by the ParticipantExecutive about the amount of any payment pursuant to this Plan)Agreement), provided, thatplus in each case interest on any delayed payment at the Participant shall be required to reimburse the Companyapplicable Federal rate provided for such payments if the Participant does not prevail on substantially allin [Section 7872(f)(2)(A)] of the issues in connection with such dispute.Internal Revenue Code of 1986, as amended (the "Code").