If Mr. Rosenberg breaches any of his material Continuing Obligations or obligations under Paragraphs 3, 4, or 6 of this Agreement, then in addition to any other legal or equitable remedies they may have for such breach, the Employers shall have the right not to pay him any unpaid amounts otherwise due to him or provide him accelerated vesting under Paragraph 2 of this Agreement. As a condition to exercising such right, at least fourteen (14) days before doing so, the Employers shall provide written notice to Mr. Rosenberg setting forth the basis for the Employers’ conclusion that Mr. Rosenberg has breached such provisions in sufficient detail to enable Mr. Rosenberg to respond to such assertion of breach. The Employers’ election to exercise their rights under this Paragraph 10 shall not affect Mr. Rosenberg’s Continuing Obligations or other continuing obligations under this Agreement. If Mr. Rosenberg is the prevailing party in litigation with respect to a claim that the Employers did not have the right not to pay him any unpaid amounts otherwise due to him or provide him accelerated vesting under Paragraph 2 of this Agreement, the Employers shall pay Mr. Rosenberg’s reasonable attorneys’ fees and related costs with respect to such claim.