These excerpts taken from the GWW 10-K filed Feb 27, 2008.
Legal Fees to Enforce Rights After Change in Control. The Company is aware that upon the occurrence of a Change in Control, the Board (which might then be composed of new members), a shareholder of the Company or of any successor might then cause or attempt to cause the Company or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company or its successor has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, its successor, or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or
other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company or its successor irrevocably authorizes such Participant to retain counsel of his or her choice at the expense of the Company or its successor to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, its successor, or any director, officer, shareholder or other person affiliated with the Company or its successor thereto in any jurisdiction.