Common use of Defense Clause in Contracts

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies In the event the Company of shall be obligated to advance the commencement thereofexpenses for any proceeding against the Indemnitee, the Company will Company, if appropriate, shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceedingsuch proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ legal the Indemnitee’s own counsel in any such Proceedingproceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, but all Expenses related thereto incurred after notice from at the Company of its assumption expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense shall be at Indemnitee’s expense unless: of such proceeding; and (c) if (i) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (iviii) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases all Expenses then the fees and expenses of the Proceeding Indemnitee’s counsel shall be borne by at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and his counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company’s assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (iI) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or under this Agreement except as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the ProceedingProceeding and such determination has been affirmed any then existing Independent Counsel, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company’s assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense unless: if (iA) the Company has authorized the employment of legal counsel by Indemnitee has been authorized by at the expense of the Company, (iiB) Indemnitee has shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding; provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and his or her counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (iI) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Companycompany. The Company company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteeselected by the Company. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by a group of persons including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such counsel with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense unless: if (iA) the Company has authorized the employment of legal counsel by Indemnitee has been authorized by at the expense of the Company, (iiB) Indemnitee has shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in of Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in of Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), ; (iii) the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof (including, but not limited to, a claim referred to in Section 11 hereof), the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company’s assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) ), and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee ------- notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee the Executive notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteeselected by the Company. After notice from the Company to Indemnitee the Executive of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee the Executive under this Agreement Annex A or otherwise for any Expenses subsequently incurred by Indemnitee the Executive in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Executive shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemniteethe Executive’s expense unless: (i) the employment of legal counsel by Indemnitee the Executive has been authorized by the Company, (ii) Indemnitee the Executive has reasonably determined that there may be a conflict of interest between Indemnitee the Executive and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee the Executive has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent the Executive and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including the Executive, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b) , then such persons, including the Executive, shall be permitted to employ one additional counsel of their choice and the fees and expenses of such counsel shall be at the expense of the Company. In the event separate counsel is retained by a group of persons including the Executive pursuant to this Section 6(b), the Company shall cooperate with such counsel with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee the Executive shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection under this Agreement with the respect to such defense of such Proceeding other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) counsel to Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to Proceeding and such Change in Control), the employment of counsel by Indemnitee determination has been approved affirmed by the any then existing Independent Counsel, or (iviii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: ; (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses Expense of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at Indemnitees expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by Indemnitee has been authorized by at the expense of the Company, (iiB) Indemnitee has shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. This Section 6(b) shall apply only to Type 1 Indemnifiable Events. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) such Expenses are incurred after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and or (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate legal counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) in such ProceedingProceeding at Indemnitee’s own expense, but provided that all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemniteethe Company’s expense unlessif any of the following situations occur: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iviii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (vi) any such representation by counsel would be precluded under the applicable standards of professional conduct then prevailing in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for under the circumstances provided for in (ii) and (iii) above or in (iv), (iiiv) and (ivvi) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding; provided below. that (i) Indemnitee shall have the right to employ legal Indemnitee’s own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and Indemnitee’s counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or shall not continue to retain counsel to defend such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company Xxxxx of the commencement thereof, the Company Xxxxx will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company Xxxxx so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company Xxxxx to Indemnitee of its election to assume the defense of any Proceeding, the Company Xxxxx shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with Xxxxx’x assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company Xxxxx of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the CompanyXxxxx, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company Xxxxx in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company Xxxxx shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanyXxxxx. The Company Xxxxx shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Xxxxx or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee the Officer notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemniteethe Officer. After receipt of notice from the Company to Indemnitee the Officer of its the Company’s election to assume the defense of any Proceedingthereof, the Company shall will not be liable to Indemnitee the Officer under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee the Officer in connection with the defense of such Proceeding thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Officer shall have the right to employ legal its own counsel in such Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee’s the expense unless: of the Officer unless (i) the employment of legal counsel by Indemnitee the Officer has been authorized by the Company, (ii) Indemnitee has the Officer shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Officer in the conduct of the defense of the Proceeding, such Proceeding or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses the fees and expenses of the Proceeding counsel shall be borne by subject to indemnification pursuant to the Companyterms of this Agreement. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee the Officer shall have reasonably made the determination conclusion provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall promptly comply with all notification requirement of the insurance policies referenced in Section 8, and the Company shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof within the first three months from its receipt of Indemnitee’s notice with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by by, in the right of or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Corporation shall be obligated to pay the Indemnitee's reasonable Expenses related to any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will Corporation, if appropriate, shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company Corporation and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own separate counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Company of its assumption of Indemnitee's expense; and (ii) the defense Indemnitee shall be have the right to employ his or her own separate counsel in any such Proceeding at Indemnitee’s the Corporation's expense unless: if (iA) the Corporation has authorized the employment of legal counsel by the Indemnitee has been authorized by at the Companyexpense of the Corporation, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company Mallinckrodt plc and Sucampo of the commencement thereof, the Company Sucampo will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company Sucampo so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company Sucampo to Indemnitee of its election to assume the defense of any Proceeding, the Company Sucampo shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company Sucampo of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the CompanySucampo, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company Sucampo in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Sucampo shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanySucampo. The Company Sucampo shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company Mallinckrodt plc or Sucampo, (y) as to which Indemnitee shall have made the determination provided for in clause (ii) of this Section 6(b) or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Sucampo may assume defense of any such Proceeding described in this sentence with Indemnitee’s consent, provided that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b), (iii) and (iv) above).

Defense. With (i) In the event Indemnitee is entitled to indemnification and/or advancement with respect to (A) any claim or Proceeding as to arising solely from events, actions, inactions or other facts occurring after the date on which Indemnitee notifies the Company of the commencement thereofno Board member is a Sponsor Designee, whether singly or jointly designated, the Company will be entitled to participate in the Proceeding may, at its own expense option and except as otherwise provided belowpursuant to paragraph (ii) of this Section 7(c), assume and control the defense or conduct of any claim or Proceeding with respect to Indemnitee, and (B) any other claim or Proceeding, Indemnitee may, at its option, (1) control the defense or conduct of any claim or Proceeding with respect to Indemnitee or (2) require the Company, pursuant to paragraph (ii) of this Section 7(c), to the extent assume or control such defense. (ii) If the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election is required or elects to assume the defense or conduct of any Proceedingclaim or Proceeding pursuant to paragraph (i) of this Section 7(c), the Company shall assume such defense or conduct with counsel selected by the Company and approved by the Indemnitee (which approval shall not be liable to Indemnitee under this Agreement unreasonably withheld, conditioned or otherwise delayed) and shall be solely responsible for any Expenses subsequently incurred by Indemnitee in connection with the defense all fees and expenses of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in and otherwise of such Proceeding, but all Expenses related thereto incurred after notice from defense. Such legal counsel may represent both Indemnitee and the Company of its assumption of (and any other party or parties entitled to be indemnified by the defense shall be at Indemnitee’s expense unless: (i) Company with respect to such matter)unless, in the employment reasonable opinion of legal counsel by Indemnitee has been authorized by the Companyto Indemnitee, (ii) Indemnitee has reasonably determined that there may be is a conflict of interest between Indemnitee and the Company in (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the defense of the Proceeding, Company (or any such other party or parties). (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) and the Company shall not reasonably cooperate in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by with respect to which indemnification is sought hereunder. (iv) The Company may not settle or on behalf of the Company compromise any claim or as Proceeding to which Indemnitee is or could have been a party unless it (a) obtains the prior written consent of Indemnitee, which consent shall have made not be unreasonably withheld, conditioned or delayed or (b) such settlement or compromise solely involves the determination provided for in payment of money, would not impose (ii), (iiidirectly or indirectly) any Expense on Indemnitee and (iv) aboveincludes a complete and unconditional release of Indemnitee from all liability arising from the subject matter of such claim or Proceeding.

Defense. With respect If the facts pertaining to any Proceeding as to which Indemnitee notifies the Company Loss arise out of the commencement thereofclaim of any third party (other than a member of the Purchaser Group or Seller Group, whichever is entitled to indemnification for such matter) and indemnification is available by virtue of the circumstances of the Loss, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may Obligor must assume the defense thereof with or the prosecution thereof, including the employment of counsel reasonably satisfactory or accountants, at its cost and expense. If representation of both the Obligor and the Claimant by such counsel would be inappropriate due to Indemnitee. After notice from actual or potential differing interests between the Company Obligor and the Claimant in such proceeding (such as the availability of defenses to Indemnitee of its election to assume the defense of any ProceedingClaimant), the Company shall not Claimant (together with all other indemnified parties which may be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred represented without conflict by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee one counsel) shall have the right to employ legal counsel in such Proceedingretain one separate counsel, but all Expenses related thereto incurred after notice from with the Company of its assumption of the defense shall reasonable fees and expenses to be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized paid by the CompanyObligor. The Claimant shall have the right to determine and adopt (or, in the case of a proposal by Obligor, to approve) a settlement of such matter in its reasonable discretion, except that Claimant need not consent to any settlement that (ii1) Indemnitee has reasonably determined that there may imposes any nonmonetary obligation or (2) Obligor does not agree to pay in full. The Obligor shall not be a conflict liable for any settlement of interest between Indemnitee and any such claim effected without its prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Whether or not the Company Obligor chooses to so defend or prosecute such claim, all the parties hereto shall cooperate in the defense of the Proceedingor prosecution thereof and shall furnish such records, (iii) after a Change information, and testimony, and attend such conferences, discovery proceedings, hearings, trials, and appeals, as may be reasonably requested in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) aboveconnection therewith.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee Xxxxxxxxxx has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee Xxxxxxxxxx has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof (including, but not limited to, a claim referred to in Section 11 hereof), the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company’s assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.the

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel selected by the Company and reasonably satisfactory acceptable to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one additional counsel(s) and local counsel of their choice and the reasonable fees and expenses of such counsel(s) shall be at the expense of the Company; provided, however, that such counsel shall, if required by any company with which the Company obtains or maintains insurance, be approved by such company or chosen from amongst the list of counsel approved by such company. In the event separate counsel(s) is retained by Indemnitee and/or by a group of persons including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such counsel(s) with respect to the defense of the Proceeding, including making documents, witnesses and other information related to the defense available to such separate counsel(s) pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company or Company, (y) as to which Indemnitee shall have made the determination provided for in clause (ii), ) above or (z) as to which Independent Counsel has approved the employment of counsel by Indemnitee in accordance with clause (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofProceeding, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishesdesires, it the Company may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. However, the Company shall not be entitled to assume the defense of any Proceeding (a) brought by the Company, or (b) as to which Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding and Indemnitee does in fact assume and conduct the defense. 4.2.1 If the Company assumes the defense, Indemnitee shall furnish such information regarding Indemnitee or the Proceeding in question, as the Company may reasonably request and as may be required in connection with the defense or settlement of such Proceeding and shall fully cooperate with the Company in every other respect. If the Company assumes the defense of the Proceeding, the Company shall take all necessary steps in good faith to defend, settle or otherwise dispose of the Proceeding. 4.2.2 After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses in excess of $10,000 subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided in clauses (a) through (c) below. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Proceeding, but all Expenses related thereto in excess of $10,000 incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense 's expense, unless: (ia) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (iib) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change but Indemnitee does not, in Control (other than a Change in Control approved by a majority of fact, assume and conduct the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivc) the Company shall has not, in fact, assumed and is not in fact have employed counsel to assume conducting the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or under this Agreement except as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee Xxxxxxxxxx has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the ProceedingProceeding and such determination has been affirmed any then existing Independent Counsel, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee Xxxxxxxxxx has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, ; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanyCompany to the extent provided in Section 2 hereof. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect 6.2.1. In the event any Claim relating to any Proceeding as to which Indemnitee notifies Covered Events is by or in the Company right of the commencement thereofCorporation or any Subsidiary, Indemnitee may, at the option of Indemnitee, either control the defense thereof or accept the defense provided under the D & O Insurance; provided, however, that Indemnitee may not control the defense if such decision would affect the coverage provided by the D & O Insurance, if any, to Indemnitee, the Company will Corporation, any Subsidiary or the other Directors and officers covered thereby. The Corporation shall not be entitled to assume the defense of any Claim relating to Covered Events brought by or in the right of the Corporation or any Subsidiary. 6.2.2. In the event any Claim relating to Covered Events is other than by or in the right of the Corporation or any Subsidiary, the Corporation shall be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, at the option of the Corporation, the Corporation, alone or jointly with any other notified indemnifying party, shall be entitled to the extent the Company so wishes, it may assume the defense thereof of any such Claim relating to Covered Events of which Indemnitee notifies the Corporation, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election the Corporation's decision to assume the defense of any Proceedingthe Claim, the Company Corporation shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding the Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, Claim but all the Expenses related thereto incurred after notice from the Company in connection with employment of its assumption of the defense such counsel shall be at Indemnitee’s expense unless: borne by Indemnitee unless (i) the employment of legal such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between the Corporation and Indemnitee and in the Company in conduct of the defense of the Proceedingsuch Claim, or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Corporation shall not within sixty (60) days in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all the Expenses in connection with employment of the Proceeding Indemnitee's counsel shall be borne by the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or Claim relating to Covered Events as to which Indemnitee shall have made reasonably concluded that there may be a conflict of interest between the determination provided for Corporation and Indemnitee in (ii)the course of defense of such Claim. 6.2.3. The Corporation shall have no obligation under this Agreement with respect to any amounts paid, (iii) and (iv) aboveor to be paid, in settlement of any Claim relating to any Covered Event without the express prior written consent of the Corporation to any related settlement. In no event shall the Corporation authorize any settlement imposing any liability or other obligations on Indemnitee without the express prior written consent of Indemnitee. Neither the Corporation nor Indemnitee shall unreasonably withhold consent to any proposed settlement.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company Mallinckrodt plc and Brand Pharma of the commencement thereof, the Company Brand Pharma will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company Brand Pharma so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company Brand Pharma to Indemnitee of its election to assume the defense of any Proceeding, the Company Brand Pharma shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company Brand Pharma of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the CompanyBrand Pharma, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company Brand Pharma in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Brand Pharma shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanyBrand Pharma. The Company Brand Pharma shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company Mallinckrodt plc or Brand Pharma, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Brand Pharma may assume defense of any such proceeding described in this sentence with Indemnitee’s consent, provided that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b), (iii) and (iv) above).

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, ; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made in the determination provided for in event (ii), (iii) and or (iv) aboveabove exists.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any ProceedingProceeding (including costs thereof), the Company shall not be liable to Indemnitee under this Agreement or otherwise for any other Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than except for reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ independent legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unlessunless any one or more of the following occur: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases ((i) through (iv)) all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteeselected by the Company. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal separate counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within 60 calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors, officers or employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to the first sentence of this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one additional counsel(s) of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall, if required by any company with which the Company obtains or maintains insurance, be approved by such company or chosen from amongst the list of counsel approved by such company. In the event separate counsel(s) is retained by Indemnitee and/or by a group of persons including Indemnitee pursuant to this Section 6(b), the Company shall cooperate with such counsel(s) with respect to the defense of the Proceeding, including making documents, witnesses and other information related to the defense available to such separate counsel(s) pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of the Company or Company, (y) as to which Indemnitee shall have made the determination provided for in clause (ii), ) above or (z) as to which Independent Counsel has approved the employment of counsel by Indemnitee in accordance with clause (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee Xxxxxxxxxx has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee Xxxxxxxxxx has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), ; (iii) the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with Xxxxx X. Xxxxx May 20, 2013

Defense. With respect to any Proceeding relating to an Indemnifiable Event as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the such Proceeding at its own expense and except as otherwise provided below, and, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any ProceedingProceeding relating to an Indemnifiable Event, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal Xxxxxxxxxx’s own counsel in such Proceeding, Proceeding but all Expenses related thereto incurred after notice from the Company of its assumption of election to assume the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after Independent Counsel has determined that a Change in Control has occurred, (other than a Change iv) the Proceeding relates to or arises in Control approved connection with any criminal matter, (v) the Proceeding is brought, commenced, or jointed by a majority of the directors on the Board who were directors immediately prior to such Change in Control)governmental authority, the employment of counsel by (vi) Indemnitee has been approved by reasonably determined that legal defenses are available to Indemnitee that are different from or additional to those available to the Independent CounselIndemnifier, or (ivvii) the Company shall not within thirty (30) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has assumed the defense in accordance with this Section and has selected counsel to represent Indemnitee and other current and former directors and officers of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee the determination shall have been made the determination provided for in by Indemnitee pursuant to (ii), (iv), (v), (vi) or (vii) above or by Independent Counsel pursuant to (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, any such defense; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, ; or (D) the fees and expenses are non-duplicative and reasonably incurred in each of which cases all Expenses connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the Proceeding defense. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall be borne use such panel counsel or other counsel approved by the Companyinsurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in writing. The Company Indemnitee and his counsel shall not be entitled to assume the defense of any Proceeding brought by or provide reasonable cooperation with such insurer on behalf request of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) aboveCompany.

Defense. With (i) In the event Indemnitee is entitled to indemnification and/or advancement with respect to (A) any claim or Proceeding as to arising solely from events, actions, inactions or other facts occurring after the date on which Indemnitee notifies the Company of the commencement thereofno Board member is a Sponsor Designee, whether singly or jointly designated, the Company will be entitled to participate in the Proceeding may, at its own expense option and except as otherwise provided belowpursuant to paragraph (ii) of this Section 7(c), assume and control the defense or conduct of any claim or Proceeding with respect to Indemnitee, and (B) any other claim or Proceeding, Indemnitee may, at its option, (1) control the defense or conduct of any claim or Proceeding with respect to Indemnitee or (2) require the Company, pursuant to paragraph (ii) of this Section 7(c), to the extent assume or control such defense. (ii) If the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election is required or elects to assume the defense or conduct of any Proceedingclaim or Proceeding pursuant to paragraph (i) of this Section 7(c), the Company shall assume such defense or conduct with counsel selected by the Company and approved by the Indemnitee (which approval shall not be liable to Indemnitee under this Agreement unreasonably withheld, conditioned or otherwise delayed) and shall be solely responsible for any Expenses subsequently incurred by Indemnitee in connection with the defense all fees and expenses of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in and otherwise of such Proceeding, but all Expenses related thereto incurred after notice from defense. Such legal counsel may represent both Indemnitee and the Company of its assumption of (and any other party or parties entitled to be indemnified by the defense shall be at Indemnitee’s expense unless: (i) Company with respect to such matter)unless, in the employment reasonable opinion of legal counsel by Indemnitee has been authorized by the Companyto Indemnitee, (ii) Indemnitee has reasonably determined that there may be is a conflict of interest between Indemnitee and the Company in (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the defense of the Proceeding, Company (or any such other party or parties). (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) and the Company shall not reasonably cooperate in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by with respect to which indemnification is sought hereunder. (iv) The Company may not settle or on behalf of the Company compromise any claim or as Proceeding to which Indemnitee is or could have been a party unless it (A) obtains the prior written consent of Indemnitee, which consent shall have made not be unreasonably withheld, conditioned or delayed or (B) such settlement or compromise solely involves the determination provided for in payment of money, would not impose (ii), (iiidirectly or indirectly) any Expense on Indemnitee and (iv) aboveincludes a complete and unconditional release of Indemnitee from all liability arising from the subject matter of such claim or Proceeding.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof (including, but not limited to, a claim referred to in Section 11 hereof), the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company's assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee that has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) ), and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, transition costs associated with the Company's assumption of the defense, or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the that Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to IndemniteeIndemnitee (not to be unreasonably withheld). After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his or her own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the ProceedingProceeding and such determination has been confirmed by any then existing Independent Counsel, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), ) above (iii) and confirmed by Independent Counsel as provided in (ivii) above).

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof, the Company will Corporation shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company Corporation so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election to assume the defense of any Proceeding, the Company Corporation shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company Corporation of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company Corporation in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Indemnifiable Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Indemnifiable Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, ; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases cases, all Indemnifiable Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), ) or a situation defined in (iii) and or (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies TE Connectivity and the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: ; (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee Xxxxxxxxxx has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses Expense of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. (a) With respect to any Proceeding as for which the Indemnitee has provided notice to which Indemnitee notifies the Company of the commencement thereofCompany, the Company will be entitled to participate in the Proceeding at its own expense and, unless Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and except as otherwise provided below, to the extent the Company so wishesin the defense of the Proceeding, it the Company may assume the defense thereof of such Proceeding with counsel reasonably satisfactory to Indemnitee. ; provided, however, that under no circumstances may the Company assume the defense of any Proceeding brought by or on behalf of the Company. (b) After notice from the Company to Indemnitee of its election under Section 6.2.(a) to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than expenses, including attorneys’ fees, associated with monitoring the Proceeding for purposes of ascertaining whether a conflict between Indemnitee and the Company develops subsequent to the Company’s assumption of the defense of the Proceeding, reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his or her own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: : (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; (iii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company (or any other person or persons included in the joint defense) or (iv) the Company shall has not in fact have within 30 calendar days employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of . (c) If the Proceeding shall be borne Company has selected counsel to represent Indemnitee and Indemnitee reasonably objects to such counsel selected by the Company, then Indemnitee shall be permitted to employ counsel of Indemnitee’s choice, and the fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. The In the event separate counsel is retained by an Indemnitee pursuant to this paragraph, the Company shall not be entitled cooperate with Indemnitee with respect to assume the defense of any Proceeding brought by the Proceeding, including making documents, witnesses, and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or on behalf of the Company or confidentiality agreements, as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) aboveappropriate.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofProceeding, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishesdesires, it the Company may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. However, the Company shall not be entitled to assume the defense of any Proceeding, (a) brought by the Company, or (b) as to which Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding and Indemnitee does in fact assume and conduct the defense. 4.2.1 If the Company assumes the defense, Indemnitee shall furnish such information regarding Indemnitee or the Proceeding in question, as the Company may reasonably request and as may be required in connection with the defense or settlement of such Proceeding and shall fully cooperate with the Company in every other respect Except as provided in SECTION 4.3 below, if the Company assumes the defense of the Proceeding, the Company shall take all necessary steps in good faith to defend, settle or otherwise dispose of the Proceeding. 4.2.2 After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses in excess of $10,000 subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided in CLAUSES (A) THROUGH (C) below. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense 's expense, unless: (ia) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (iib) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change but Indemnitee does not, in Control (other than a Change in Control approved by a majority of fact, assume and conduct the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivc) the Company shall not does not, in fact have employed counsel to fact, assume and conduct the defense of such Proceeding, . 4.2.3 Any Expenses incurred by the Company in each of which cases all Expenses defense of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for under this SECTION 4.2 (except in a situation described in CLAUSE (iiA), (iiiB) and OR (ivC) of SECTION 4.2.2) shall be considered Expenses advanced by the Company to Indemnitee under SECTION 3 above.

Defense. With respect to any Proceeding as to which Indemnitee the Director notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemniteethe Director. After receipt of notice from the Company to Indemnitee the Director of its the Company’s election to assume the defense of any Proceedingthereof, the Company shall will not be liable to Indemnitee the Director under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee the Director in connection with the defense of such Proceeding thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Director shall have the right to employ legal its own counsel in such Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee’s the expense unless: of the Director unless (i) the employment of legal counsel by Indemnitee the Director has been authorized by the Company, (ii) Indemnitee has the Director shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Director in the conduct of the defense of the Proceeding, such Proceeding or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses the fees and expenses of the Proceeding counsel shall be borne by subject to indemnification pursuant to the Companyterms of this Agreement. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee the Director shall have reasonably made the determination conclusion provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that: (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which If the Indemnitee notifies the Company of the commencement thereofthat any Proceeding has been initiated, then the Company will be entitled have the right (but not the obligation) to participate in the Proceeding at its the Company’s own expense and except as otherwise provided below, or to the extent the Company so wishes, it may assume the Proceeding’s defense thereof with counsel that is reasonably satisfactory to the Indemnitee. After notice from If the Company to gives the Indemnitee of its election written notice that the Company elects to assume the defense of any Proceeding’s defense, then, after the Indemnitee receives such written notice, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses that the Indemnitee subsequently paid or incurred by Indemnitee in connection with the defense of such Proceeding Proceeding’s defense, other than reasonable investigation costs, transition costs of investigation associated with the Company’s defense assumption, or as otherwise provided below. If the Company properly assumes the Proceeding’s defense, then the Indemnitee shall will have the right (but not the obligation) to employ separate legal counsel in such Proceeding, but all Expenses related thereto to such separate legal counsel that the Indemnitee paid or incurred after receiving the Company’s written defense-assumption notice from the Company of its assumption of the defense shall will be at the Indemnitee’s expense expense, unless: (i) the employment of Company authorizes the Indemnitee to employ separate legal counsel by Indemnitee has been authorized by the Company, counsel; (ii) the Indemnitee has reasonably determined that there may be that, in defending the Proceeding, a conflict of interest may exist between Indemnitee and the Company in the defense of the Proceeding, Company; (iii) after a Change in Control (other than a Change in Control Change, Independent Counsel has approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the Indemnitee’s employment of counsel by Indemnitee has been approved by the Independent Counsel, separate legal counsel; or (iv) the Company shall does not in fact have employed employ legal counsel to assume the defense of such Proceeding’s defense, in each of which cases the Company will pay all Expenses of Expenses, including those that the Proceeding shall be borne by Indemnitee pays or incurs for such separate legal counsel. Notwithstanding the Company. The foregoing, the Company shall will not be entitled to assume the defense of any Proceeding that is brought by or on behalf of the Company or as to which Indemnitee shall have made any Proceeding under the determination provided for circumstances described in (iiSection 6(b)(ii), (iii) and (iv) aboveSection 6(b)(iii), or Section 6(b)(iv).

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or shall not continue to retain counsel to defend such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee Ixxxxxxxxx has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee Ixxxxxxxxx has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company; and (v) if the Company has selected counsel to represent Indemnitee and other current and former directors, officers and employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will will, if authorized by law and applicable procedural rules, be entitled to participate in the Proceeding at its own expense and except expense. Except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. If requested by Indemnitee, such counsel shall have substantial experience representing people in Indemnitee’s position in Proceedings of the type at issue. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with for the defense of such Proceeding other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee Xxxxxxxxxx has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iiii) and (ivi) above. If the Company assumes the defense, as described above, Xxxxxxxxxx’s right to indemnification for settlement or liability (as opposed to defense costs) shall be determined by the rules set forth for indemnification in this Agreement. By assuming the defense, the Company does not assume responsibility for indemnification for liability or settlement if such indemnification is not otherwise available. If Indemnitee and the Company disagree about whether Indemnitee should have his or her own lawyer, expert or consultant, such dispute shall first be presented to the Independent Counsel. The determination of the Independent Counsel shall be binding on the Company; but if Indemnitee disagrees with the determination he or she may commence an action in an appropriate Delaware court to seek a judicial determination of the issue.

Defense. With respect to any Proceeding Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding Claim at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any ProceedingClaim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such ProceedingClaim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, Claim; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Special Counsel, ; or (iv) the Company shall not in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all Expenses of the Proceeding Claim shall be borne by the Company. The Company shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any Proceeding Claim brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of the Company's election so to do. After delivery of such notice, approval of such counsel by Indemnitee, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee's expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company's expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers if such counsel is well-qualified, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to If any Proceeding as to action, litigation, suit, investigation, arbitration or other proceeding ("Proceeding") is brought against an Indemnitee for which such Indemnitee notifies the Company of the commencement thereof, the Company will is or may be entitled to participate in indemnification pursuant to subparagraph 13(a) or 13(b) from an Indemnitor, the Proceeding Indemnitee shall promptly give a Notice to the Indemnitor of such Proceeding. The Indemnitor shall, at its own expense expense, have the opportunity to be represented by counsel of its choosing and except as otherwise provided below, to assume and conduct the defense of any such Proceeding upon providing a written undertaking to that effect to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from If, after such opportunity, the Company to Indemnitee of Indemnitor or its election to counsel does not assume the defense of any such Proceeding, it shall be bound by the results obtained by the Indemnitee. In the event that the Indemnitee does not receive written notice from the Indemnitor within ten (10) days of having given Notice to the Indemnitor of any such Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense Indemnitor shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior deemed to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall have elected not in fact have employed counsel to assume the defense of such Proceeding, and in each of which cases all Expenses of such event the Proceeding shall be borne by Indemnitee will have the Companyright to conduct such defense. The Company shall not be entitled In the event that the Indemnitor does elect to assume the defense of any such Proceeding, the Indemnitee will cooperate with and make available to the Indemnitor such assistance and materials as may be reasonably requested by it at no cost to the Indemnitor, and the Indemnitee will have the right at its expense to participate in the defense; provided, however, that the Indemnitee will have the right to compromise or settle such Proceeding brought by or on behalf only with the prior written consent of the Company or as to Indemnitor which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) abovenot be unreasonably withheld.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding; provided below. that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee shall have reasonably determined concluded based on the written advice of Xxxxxxxxxx’s legal counsel that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and his or her counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation investigation, appearing as a witness or as otherwise provided below. Indemnitee shall have the right to employ legal his or her own counsel in such Proceeding, but all Expenses related thereto (other than reasonable costs of investigation or appearing as a witness) incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company; and (v) if the Company has selected counsel to represent Indemnitee and other current and former directors, officers and employees of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof, the Company Corporation will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company Corporation so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election to assume the defense of any Proceeding, the Company shall Corporation will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company Corporation of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, Corporation; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company Corporation in the defense of the Proceeding, ; (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, ; or (iv) the Company Corporation shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the CompanyCorporation; and (v) if the Corporation has selected counsel to represent Indemnitee and other current and former directors and officers of the Corporation in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Corporation pursuant to this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Corporation; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Corporation obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Corporation shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above. The foregoing shall not apply to actions by Indemnitee under Section 5 herein.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofProceeding, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishesdesires, it the Company may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. However, the Company shall not be entitled to assume the defense of any Proceeding (a) brought by the Company, or (b) as to which Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding and Indemnitee does in fact assume and conduct the defense. 4.2.1 If the Company assumes the defense, Indemnitee shall furnish such information regarding Indemnitee or the Proceeding in question, as the Company may reasonably request and as may be required in connection with the defense or settlement of such Proceeding and shall fully cooperate with the Company in every other respect. Except as provided in Section 4.3 below, if the Company assumes the defense of the Proceeding, the Company shall take all necessary steps in good faith to defend, settle or otherwise dispose of the Proceeding. 4.2.2 After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses in excess of $10,000 subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided in clauses (a) through (c) below. Indemnitee shall have the right to employ legal Indemnitee’s own counsel in such Proceeding, but all Expenses related thereto in excess of $10,000 incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense expense, unless: (ia) the employment of legal counsel by Indemnitee has been authorized by the Company, ; (iib) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change but Indemnitee does not, in Control (other than a Change in Control approved by a majority of fact, assume and conduct the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, defense; or (ivc) the Company shall has not, in fact, assumed and is not in fact have employed counsel to assume conducting the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereofProceeding, the Company will be entitled to participate in the Proceeding at its own expense and and, except as otherwise provided below, to the extent the Company so wishesdesires, it the Company may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from However, the Company to Indemnitee of its election shall not be entitled to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized brought by the Company, Company or Parent; or (ii) as to which Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company or Parent in the defense of the Proceeding and Indemnitee does in fact assume and conduct the defense. 5.3.1 If the Company assumes the defense, Indemnitee shall furnish such information regarding Indemnitee or the Proceeding in question, as the Company may reasonably request and as may be required in connection with the defense or settlement of such Proceeding and shall fully cooperate with the Company in every other respect. Except as provided in Section 5.3 below, if the Company assumes the defense of the Proceeding, (iii) after a Change the Company shall take all necessary steps in Control (other than a Change in Control good faith to defend, settle or otherwise dispose of the Proceeding. 5.3.2 In the event the Company shall be obligated to indemnify the Indemnitee with respect to any Proceeding, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by a majority Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee through the engagement of separate counsel with respect to the same Proceeding; provided, however, that: (a) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee's expense; and (b) Indemnitee shall have the right to employ his own counsel in connection with any such Proceeding, at the expense of the directors on the Board who were directors immediately prior to such Change in Control)Company, if (i) the employment of such counsel by Indemnitee has been approved previously authorized by the Independent CounselCompany, (ii) Indemnitee shall have reasonably determined that there may be a conflict of interest between Indemnitee and the Company or Parent in the conduct of any such defense or (iviii) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding relating to an Indemnifiable Event as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the such Proceeding at its own expense and except as otherwise provided below, and, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any ProceedingProceeding relating to an Indemnifiable Event, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal Indemnitee’s own counsel in such Proceeding, Proceeding but all Expenses related thereto incurred after notice from the Company of its assumption of election to assume the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be maybe a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after Independent Counsel has determined that a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseloccurred, or (iv) the Company shall not within thirty (30) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. If the Company has selected counsel to represent Indemnitee and other current and former directors and officers of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee the determination shall have been made the determination provided for in by Indemnitee pursuant to (ii), ) above or by Independent Counsel pursuant to (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies In the event the Company of shall be obligated to advance the commencement thereofexpenses for any proceeding against the Indemnitee, the Company will Company, if appropriate, shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceedingsuch proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ legal the Indemnitee’s own counsel in any such Proceedingproceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, but all Expenses related thereto incurred after notice from at the Company of its assumption expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense shall be at Indemnitee’s expense unless: of such proceeding; and (c) if (i) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (iviii) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases all Expenses then the fees and expenses of the Proceeding Indemnitee’s counsel shall be borne by at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceedingany such defense, (iiiC) after a Change in Control (other than a Change in Control not approved by a majority of the directors on members of the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (ivD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of ; and (v) if the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.has selected

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.. 408 7

Defense. With respect 6.2.1. In the event any Claim relating to any Proceeding as to which Indemnitee notifies Covered Events is by or in the Company right of the commencement thereofCorporation or any Subsidiary, Indemnitee may, at the option of Indemnitee, either control the defense thereof or accept the defense provided under the D & O Insurance; provided, however, that Indemnitee may not control the defense if such decision would affect the coverage provided by the D & O Insurance, if any, to Indemnitee, the Company will Corporation, any Subsidiary or the other Directors and Officers covered thereby. The Corporation shall not be entitled to assume the defense of any Claim relating to Covered Events brought by or in the right of the Corporation or any Subsidiary. 6.2.2. In the event any Claim relating to Covered Events is other than by or in the right of the Corporation or any Subsidiary, the Corporation shall be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, at the option of the Corporation, the Corporation, alone or jointly with any other notified indemnifying party, shall be entitled to the extent the Company so wishes, it may assume the defense thereof of any such Claim relating to Covered Events of which Indemnitee notifies the Corporation, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election the Corporation's decision to assume the defense of any Proceedingthe Claim, the Company Corporation shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding the Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, Claim but all the Expenses related thereto incurred after notice from the Company in connection with employment of its assumption of the defense such counsel shall be at Indemnitee’s expense unless: borne by Indemnitee unless (i) the employment of legal such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between the Corporation and Indemnitee and in the Company in conduct of the defense of the Proceedingsuch Claim, or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Corporation shall not within sixty (60) days in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all the Expenses in connection with employment of the Proceeding Indemnitee's counsel shall be borne by the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or Claim relating to Covered Events as to which Indemnitee shall have made reasonably concluded that there may be a conflict of interest between the determination provided for Corporation and Indemnitee in (ii)the course of defense of such Claim. 6.2.3. The Corporation shall have no obligation under this Agreement with respect to any amounts paid, (iii) and (iv) aboveor to be paid, in settlement of any Claim relating to any Covered Event without the express prior written consent of the Corporation to any related settlement. In no event shall the Corporation authorize any settlement imposing any liability or other obligations on Indemnitee without the express prior written consent of Indemnitee. Neither the Corporation nor Indemnitee shall unreasonably withhold consent to any proposed settlement.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will will, if authorized by law and applicable procedural rules, be entitled to participate in the Proceeding at its own expense and except expense. Except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. If requested by the Indemnitee, such counsel shall have substantial experience representing people in the Indemnitee’s position in Proceedings of the type at issue. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with for the defense of such Proceeding other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee Ixxxxxxxxx has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee Ixxxxxxxxx has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iiii) and (ivi) above. If the Company assumes the defense, as described above, Ixxxxxxxxx’s right to indemnification for settlement or liability (as opposed to defense costs) shall be determined by the rules set forth for indemnification in this Agreement. By assuming the defense, the Company does not assume responsibility for indemnification for liability or settlement if such indemnification is not otherwise available. If Indemnitee and the Company disagree about whether Indemnitee should have his or her own lawyer, expert or consultant, such dispute shall first be presented to the Independent Counsel. The determination of the Independent Counsel shall be binding on the Company; but if Indemnitee disagrees with the determination he or she may commence an action in an appropriate Delaware court to seek a judicial determination of the issue.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate legal counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) in such ProceedingProceeding at Indemnitee’s own expense, but provided that all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemniteethe Company’s expense unlessif any of the following situations occur: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iviii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of interest, (v) the named parties in any such Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (vi) any such representation by counsel would be precluded under the applicable standards of professional conduct then prevailing, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for under the circumstances provided for in (ii) and (iii) above or in (iv), (iiiv) and (ivvi) above.

Defense. With respect 6.2.1. In the event any Claim relating to any Proceeding as to which Indemnitee notifies Covered Events is by or in the Company right of the commencement thereofCorporation or any Subsidiary, Indemnitee may, at the option of Indemnitee, either control the defense thereof or accept the defense provided under the D & O Insurance; provided, however, that Indemnitee may not control the defense if such decision would affect the coverage provided by the D & O Insurance, if any, to Indemnitee, the Company will Corporation, any Subsidiary or the other Directors and Officers covered thereby. The Corporation shall not be entitled to assume the defense of any Claim relating to Covered Events brought by or in the right of the Corporation or any Subsidiary. 6.2.2. In the event any Claim relating to Covered Events is other than by or in the right of the Corporation or any Subsidiary, the Corporation shall be entitled to participate in the Proceeding therein at its own expense and except expense. Except as otherwise provided below, at the option of the Corporation, the Corporation, alone or jointly with any other notified indemnifying party, shall be entitled to the extent the Company so wishes, it may assume the defense thereof of any suchClaim relating to Covered Events of which Indemnitee notifies the Corporation, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election the Corporation's decision to assume the defense of any Proceedingthe Claim, the Company Corporation shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding the Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, Claim but all the Expenses related thereto incurred after notice from the Company in connection with employment of its assumption of the defense such counsel shall be at Indemnitee’s expense unless: borne by Indemnitee unless (i) the employment of legal such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between the Corporation and Indemnitee and in the Company in conduct of the defense of the Proceedingsuch Claim, or (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company Corporation shall not within sixty (60) days in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases all the Expenses in connection with employment of the Proceeding Indemnitee's counsel shall be borne by the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or Claim relating to Covered Events as to which Indemnitee shall have made reasonably concluded that there may be a conflict of interest between the determination provided for Corporation and Indemnitee in (ii)the course of defense of such Claim. 6.2.3. The Corporation shall have no obligation under this Agreement with respect to any amounts paid, (iii) and (iv) aboveor to be paid, in settlement of any Claim relating to any Covered Event without the express prior written consent of the Corporation to any related settlement. In no event shall the Corporation authorize any settlement imposing any liability or other obligations on Indemnitee without the express prior written consent of Indemnitee. Neither the Corporation nor Indemnitee shall unreasonably withhold consent to any proposed settlement.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Companycompany. The Company company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60) calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company; and (v) if the Company has selected counsel to represent Indemnitee and other current and former directors and officers of the Company in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company pursuant to this Section 6(b), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if any, approved by any company with which the Company obtains or maintains insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to the Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies against the Company of the commencement thereofIndemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of the Company's election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from Proceeding at the Indemnitee's expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company's expense if (A) the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) has authorized the employment of legal counsel by the Indemnitee has been authorized by at the expense of the Company, (iiB) the Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there mere may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, (iv) there are specific defenses available to Indemnitee that are different from or additional to those available to the Indemnifying Party, provided that such defenses may result in a conflict of interest between Indemnitee and the Company or that Company is unable to assert such defenses or claims on behalf of Indemnitee, or (ivv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and and/or (iv) above.

Defense. With respect In the event the Company shall be obligated to pay the Expenses of any Proceeding as to which Indemnitee notifies the Company of the commencement thereofagainst Indemnitee, the Company will shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees of any other counsel subsequently incurred by Indemnitee in connection with respect to the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. same Proceeding; provided, however, that (i) Indemnitee shall have the right to employ legal his or her own counsel in any such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be Proceeding at Indemnitee’s expense, and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense unless: if (iA) the Company has authorized the employment of legal counsel by Indemnitee has been authorized by at the expense of the Company, (iiB) Indemnitee has shall have reasonably determined concluded (based on the written advice of Indemnitee’s legal counsel) that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the defense conduct of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to any such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counseldefense, or (ivC) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in each of which cases all Expenses writing. Indemnitee and his or her counsel shall provide reasonable cooperation with such insurer on request of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will will, if authorized by law and applicable procedural rules, be entitled to participate in the Proceeding at its own expense and except expense. Except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. If requested by Indemnitee, such counsel shall have substantial experience representing people in Indemnitee’s position in Proceedings of the type at issue. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with for the defense of such Proceeding other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the determination provided for in (ii), ) above or under the circumstances provided for in (iiii) and (ivi) above. If the Company assumes the defense, as described above, Indemnitee’s right to indemnification for settlement or liability (as opposed to defense costs) shall be determined by the rules set forth for indemnification in this Agreement. By assuming the defense, the Company does not assume responsibility for indemnification for liability or settlement if such indemnification is not otherwise available. If Indemnitee and the Company disagree about whether Indemnitee should have his or her own lawyer, expert or consultant, such dispute shall first be presented to the Independent Counsel. The determination of the Independent Counsel shall be binding on the Company; but if Indemnitee disagrees with the determination he or she may commence an action in an appropriate Delaware court to seek a judicial determination of the issue.