The costs and fees of any arbitrator selected under Section 8.2 shall be borne equally by Executive and the Company.  Each Party shall bear its own costs and expenses (including without limitation attorneys' fees and other professional fees and charges) incurred by him or it in connection with any Claim; provided ,   however , that (a) to the extent that it is determined through arbitration that the Executive’s position in respect of a Claim was frivolous or without any merit, Executive shall promptly reimburse the Company for all costs and expenses incurred by the Company in respect of such Claim, and (b) to the extent that it is determined through arbitration that Executive substantially prevailed against the Company in respect of a Claim, the Company shall promptly reimburse Executive for all costs and expenses incurred by Executive in respect of such Claim.