The Company shall pay to each Participant the amount of all reasonable legal and accounting fees and expenses incurred by such Participant in seeking to obtain or enforce his or her rights under this Article 9, unless a lawsuit commenced by the Participant for such purposes is dismissed by the court as being spurious or frivolous.  The Company shall also pay to each Participant the amount of all reasonable tax and financial planning fees incurred by such Participant in connection with such Participant’s receipt of payments pursuant to this Article 9.  Such payment or reimbursement shall be made no later than the end of the recipient’s taxable year following the taxable year in which the recipient incurs the related expenses.  If a Participant is a Specified Employee and such payment or reimbursement is made on account of the Participant’s Separation from Service, payment or reimbursement shall not be made prior to the first day of the seventh month following the Participant’s Separation from Service.