Legal Service Award Declaration

LEGAL SERVICE AWARD DECLARATION

This Legal Service Award Declaration ("Declaration") is made and entered into as of by and between Awarding Party: with principal address at , and Service Award Recipient: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties have negotiated and agreed that the Recipient has provided legal services, leadership, and substantial assistance in connection with certain matters described below; and

WHEREAS, the Awarding Party desires to provide a monetary service award to the Recipient in consideration of the Recipient's time, risk, and contribution, subject to the terms and conditions of this Declaration and any required approvals; and

WHEREAS, the Parties intend that this Declaration set forth the terms, conditions, and obligations governing the grant, payment, tax treatment and any potential recovery of the award.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Declaration, the following terms shall have the meanings set forth below:

"Award" means the aggregate monetary amount payable by the Awarding Party to the Recipient as a legal service award as set forth in Section 2.

"Effective Date" means the date first written above.

2. GRANT OF AWARD

Subject to the terms and conditions of this Declaration, the Awarding Party hereby grants to the Recipient a one-time service award in the amount of (the "Award Amount"). The Award Amount shall constitute compensation for services rendered and not a penalty, and shall be paid in accordance with Section 3.

3. PAYMENT TERMS

a) Payment Timing: Subject to Section 4 (Conditions Precedent), the Awarding Party shall pay the Award Amount to Recipient by wire transfer or check within days after the Effective Date, or within such period as may be required by any court order approving the Award.

b) Payment Method: Payment shall be made to the Recipient at the address or account designated in writing to the Awarding Party. Any bank or transfer fees shall be borne by the Recipient.

4. CONDITIONS PRECEDENT

The obligation of the Awarding Party to pay the Award is expressly conditioned upon: (a) fulfillment of any required approvals by a court or other tribunal, if applicable; (b) execution by the Recipient of any release or acknowledgment reasonably required by the Awarding Party demonstrating acceptance of the Award in accordance with its stated purposes; and (c) no material breach by the Recipient of the covenants set forth in Section 5. If any such condition precedent is not satisfied within ninety (90) days of the Effective Date, the Awarding Party may, in its sole discretion, defer payment or terminate this Declaration by written notice.

5. RECIPIENT COVENANTS

The Recipient covenants and agrees that: (a) the Recipient has performed the services and fulfilled the roles represented to the Awarding Party; (b) the Recipient shall cooperate reasonably with the Awarding Party in documenting the basis for the Award; and (c) the Recipient shall not assign, pledge, or otherwise transfer any right to receive the Award except as allowed by law.

6. TAX TREATMENT

The Recipient acknowledges and agrees that the Award may be taxable income and that the Recipient is solely responsible for all federal, state, local or other taxes arising from receipt of the Award. The Awarding Party shall report the Award as required by applicable law but shall have no obligation for the Recipient's tax liabilities. The Recipient shall provide any tax forms reasonably requested by the Awarding Party prior to payment.

7. RECORDS; RIGHT TO AUDIT

The Parties shall maintain records relevant to the Award for a period of three (3) years following payment. The Awarding Party shall have the right, upon reasonable notice and during normal business hours, to audit records and documentation reasonably related to the award and the Recipient's compliance with this Declaration.

8. CONFIDENTIALITY

Except as required by law or court order, neither Party shall disclose the terms of this Declaration, including the Award Amount, to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, the Awarding Party may disclose necessary information to its accountants, legal counsel, insurers, or advisors who are bound by confidentiality obligations.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Declaration; (b) the execution and delivery hereof have been duly authorized by all necessary corporate or organizational action; and (c) this Declaration constitutes a valid and binding obligation enforceable against it in accordance with its terms.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of any representation, warranty, or covenant contained in this Declaration.

11. CLawBACK; OFFSET

If the Award was paid and it is later determined by final judgment, binding determination, or written agreement of the Parties that payment was improper, excessive, or procured by fraud, the Recipient shall promptly return the improperly paid portion to the Awarding Party. The Awarding Party shall have the right to offset any amounts owed to the Recipient under this Declaration against other amounts owed by the Recipient to the Awarding Party, to the extent permitted by law.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Declaration shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

13. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Declaration shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right under this Declaration shall operate as a waiver of that right.

14. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the state identified below without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT

This Declaration constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

If any provision of this Declaration is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

17. COUNTERPARTS

This Declaration may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

18. DESCRIPTION OF SERVICES

19. ADDITIONAL PROVISIONS

a) Assignment: Neither Party may assign its rights or delegate its obligations under this Declaration without the prior written consent of the other Party, except that the Awarding Party may assign its payment obligations to an affiliate or successor without consent.

b) Public Statements: Any public statement or filing regarding the Award shall be mutually agreed by the Parties, provided that either Party may make disclosures required by law or any regulatory or judicial authority.

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