Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation of the Company, which will be the Certificate of Incorporation and By-Laws of the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, officer or employee of the Company or any of its subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (d) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiaries. (e) This Section 8.1 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall be enforceable by the Indemnified Parties, their heirs and their representatives.

Director and Officer Indemnification and Insurance. (a) The Certificate Seller, the Company and its Subsidiaries shall continue to carry the Insurance Policies through the Closing, and Seller shall not amend or modify the Insurance Policies or allow any breach, default or cancellation (other than expiration and replacement of Incorporation policies in the ordinary course of business consistent with past practices) of such Insurance Policies to occur or exist. Except as otherwise provided by this Section 5.07, Buyer acknowledges that from and after the Closing none of Buyer, the Company or any of its Subsidiaries shall have coverage under any of Seller’s insurance policies. Seller acknowledges and agrees that with respects to acts, omissions, events or circumstances relating to the Company or any of its Subsidiaries that occurred or existed prior to the Closing that are covered by Insurance Policies that are occurrence-based policies or claims known or reported to insurers covered by Insurance Policies that are claims-made policies under which policies any of the CompanyCompany or its Subsidiaries is an insured on or prior to Closing, which will be the Certificate Company or such Subsidiary may make claims under such policies subject to the terms and conditions of Incorporation such policies and Bythis Agreement. Prior to the Closing, Seller shall use its commercially reasonable efforts to cause the Company and its Subsidiaries to make claims or seek coverage under the Insurance Policies for any covered claims incurred prior to Closing. For the avoidance of doubt, Seller shall remain responsible, without recourse to the Company and its Subsidiaries or Buyer, for the deductible or self-Laws insured retention amount for any pre-close insurance claims (regardless of when the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in claim is presented) covered under any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the CompanySeller insurance policy. (b) The By-Laws Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Surviving Corporation shall contain provisions with respect to indemnification similar Company or the Company’s Subsidiaries now existing in effect favor of each Person who is now, or has been at any time prior to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed date hereof or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, becomes prior to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effectiveClosing Date, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, an officer or employee director of the Company or any of its subsidiaries (collectivelythe Company’s Subsidiaries, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the charter or by-laws of the Company or the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement ’s Subsidiaries, in each case as in effect on the date hereof. In each claim, actionor pursuant to any other agreements in effect on the date hereof set forth on Section 5.07(b) of the Disclosure Schedules, suit, proceeding or investigation (whether arising before or after shall survive the Effective Time),Closing Date and shall continue in full force and effect in accordance with their respective terms. (ic) any counsel retained Buyer shall cause the Company and the Company’s Subsidiaries to, obtain effective as of the Closing Date pre-paid directors’ and officers’ liability “tail” insurance policies with a claims period of six (6) years from the Closing Date and providing coverage for claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement), with at least the same coverage and limits, and containing terms and conditions that are not less advantageous to the directors and officers of the Company or the Company’s Subsidiaries, as the directors’ and officers’ liability insurance policy in place immediately prior to the Closing Date and covering such directors and officers; provided that in no event shall the Company or the Company’s Subsidiaries be required to expend an annual premium for such coverage in excess of 250% of the last annual premium paid by the Indemnified Parties Company for any period after the Effective Time shall be reasonably satisfactory such insurance prior to the Surviving Corporationdate of this Agreement (the “Maximum Premium”). The Maximum Premium is set forth on Schedule 5.07(c). If such insurance coverage cannot be obtained at an annual premium equal to or less than the Maximum Premium, (ii) after the Effective Time, Parent or Company and the Surviving Corporation Company’s Subsidiaries shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are receivedobtain, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, howeverBuyer shall cause them to obtain, that neither Parent nor amount of pre-paid directors’ and officers’ liability “tail” insurance policies obtainable for an annual premium equal to the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified PartiesMaximum Premium. (d) Parent The obligations of Buyer, the Company, and the Surviving Corporation Company’s Subsidiaries under this Section 5.07 shall honor and fulfill not be terminated or modified in all respects any manner as to adversely affect any director or officer to whom this Section 5.07 applies without the obligations consent of the Company pursuant to indemnification agreements with the Company's directors and officers existing at such affected director or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering officer (it being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third-party beneficiaries of its other subsidiariesthis Section 5.07, each of whom may enforce the provisions of this Section 5.07). (e) This Section 8.1 shall survive In the consummation of the Merger at the Effective Timeevent Buyer, is intended to benefit the Company, the Surviving Corporation Company’s Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the Indemnified Partiescontinuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be binding on all made so that the successors and assigns of Parent and Buyer, the Surviving Corporation and Company, or the Company’s Subsidiaries, as the case may be, shall be enforceable by assume all of the Indemnified Parties, their heirs and their representativesobligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation of the Company, which will be the Certificate of Incorporation From and By-Laws of the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective TimePurchase Date, Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume all obligations of the Company, and cause its subsidiaries to maintain in effect all such obligations owed by them, to each individual who at the Effective Time is, or any time prior to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-LawsEffective Time was, indemnify and hold harmless, each present and former a director, officer or employee of the Company or any of its subsidiaries (collectively, the "Indemnified PartiesINDEMNITEES") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, in respect of indemnification and exculpation from liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any for acts or omissions occurring at or prior to the Effective Time, to the same extent Time as provided in (x) the Company Charter Documents (or predecessor documents) and the organizational documents of such subsidiaries as currently in effect and (y) the indemnification agreements listed on Section 5.7(a) of the Company Disclosure Schedule, which shall survive the Merger and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the certificate of incorporation and by-laws of the Surviving Corporation and its subsidiaries to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee in connection with enforcing the indemnity and other obligations provided for in this Section 5.7 as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) Following the Purchase Date, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use its commercially reasonable efforts to purchase a six-year "tail" with respect to the Company's Certificate existing current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage, and in amount, not less favorable to such persons than those of Incorporation or By-Laws or any applicable contract or agreement as such policy in effect on the date hereof. In each claimthe event that the Surviving Corporation does not purchase the "tail" referred to in the immediately preceding sentence, actionthen, suit, proceeding or investigation (whether arising before or for the six-year period commencing immediately after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving CorporationPurchase Date, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate maintain in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (d) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with effect the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are the Surviving Corporation's directors currently (and officers on the same basis and any additional persons who prior to the same extent as Effective Time become) covered by the Parent maintains Company's directors' and officers' liability insurance covering policy on terms with respect to such coverage, and in amount, not less favorable to such persons than those of such policy in effect on the directors and officers date hereof (or the Surviving Corporation may substitute therefor policies, issued by reputable insurers, of its other subsidiaries. (e) This Section 8.1 shall survive at least the consummation of the Merger at same coverage with respect to matters occurring prior to the Effective Time); provided, is intended however, that in no event shall the Surviving Corporation be required to benefit expend more than an amount per year equal to 200% of current annual premiums paid by the Company, whether expended over time or paid in a lump sum or otherwise, to maintain or procure insurance coverage pursuant to this Section 5.7; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain or to cause to be obtained a policy with the greatest coverage available for a cost not exceeding such amount. (c) The obligations of Parent and the Indemnified Parties, Surviving Corporation under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 5.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented expressly in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 5.7 applies shall be binding on third party beneficiaries of this Section 5.7). The provisions of this Section 5.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (d) In the event that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent and the Surviving Corporation and shall be enforceable by assume all of the Indemnified Parties, their heirs and their representativesobligations thereof set forth in this Section 5.7.

Director and Officer Indemnification and Insurance. (a) The Certificate Vodafone agrees that all rights to indemnification and all limitations on liability existing in favor of Incorporation any Indemnitee (as defined below) in respect of the Company, which will be the Certificate acts or omissions of Incorporation and By-Laws of the Surviving Corporation, contains provisions with respect such Indemnitees on or prior to indemnification, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time as provided in the certificate of incorporation and by-laws of AirTouch and each of its Subsidiaries or an agreement between an Indemnitee and AirTouch or any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents its Subsidiaries in effect as of the Companydate hereof shall continue in full force and effect in accordance with the terms thereof. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten For six years from after the Effective Time in any manner that would adversely affect Time, Vodafone shall indemnify and hold harmless the rights thereunder of individuals who at on or before prior to the Effective Time were directors, officers, employees officers or directors or agents of AirTouch or any of its Subsidiaries (the Company"INDEMNITEES") to the same extent indemnification is provided as of the date hereof with respect to all actions or omissions by them in their capacities as officers or directors or agents of AirTouch, unless or taken by them at the request of, AirTouch or any of its Subsidiaries. In the event any claim in respect of which indemnification is available pursuant to the foregoing provisions is asserted or made within the period specified in the previous sentence, all rights to indemnification shall continue until such modification claim is required by lawdisposed of or all judgments, orders, decrees or other rulings in connection with such claim are duly satisfied. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, For six years after the Effective Time, Parent Vodafone shall procure the provision of officers' and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate directors' liability insurance in respect of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, officer or employee of the Company or any of its subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, Time covering each such Person currently covered by AirTouch's officers' and directors' liability insurance on terms with respect to the same extent as provided coverage and in the Company's Certificate amounts no less favorable than those of Incorporation or By-Laws or any applicable contract or agreement as such policy in effect on the date hereof. In each claim; PROVIDED, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, howeverHOWEVER, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent during such period, Vodafone shall not be unreasonably withheld); and provided, further, that, required to procure any coverage in excess of the event amount that any claim or claims can be obtained for indemnification are asserted or made within the remainder of such ten-year period, all rights to indemnification in respect period for an annual premium of any such claim or claims shall continue until 150% of the disposition of any and all such claimscurrent annual premium paid by AirTouch for its existing coverage. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (d) Parent and the Surviving Corporation shall honor and fulfill in all respects the The obligations of the Company pursuant Vodafone under this Section 3.8.2. shall not be terminated or modified in such a manner as to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and adversely affect any Indemnitee to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiarieswhom this Section 3.8. (e) This Section 8.1 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall be enforceable by the Indemnified Parties, their heirs and their representatives.

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation of the Company, which will be the Certificate of Incorporation and By-Laws of the Surviving Corporation, contains provisions with respect OpCo Buyer agrees that all rights to indemnification, which provisions shall not be amended, repealed advancement of expenses and exculpation by the Company now existing in favor of any current or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were former directors, officers, employees employees, managers or agents of the Company. Company (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect each, an “Indemnified Party”), as provided at Law or pursuant to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, officer or employee Organizational Documents of the Company or any of its subsidiaries (collectivelyemployment or indemnification agreement between such Indemnified Party, on the "Indemnified Parties") against any costs or expenses (including attorneys' fees)one hand, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement , on the other hand, in each case as in effect on the date hereof. In each claimof this Agreement shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms and that the Company will perform and discharge its obligations thereunder in accordance with the terms thereof. (b) Prior to the Closing, actionthe Company shall, suitand the Seller shall cause the Company to, proceeding obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies for a claims reporting or investigation discovery period of six (whether arising before or 6) years from and after the Effective Time), (i) any counsel retained by Closing from an insurance carrier with the Indemnified Parties for any period after same or better credit rating as the Effective Time shall be Company’s current insurance carrier with respect to directors’ and officers’ liability insurance or otherwise reasonably satisfactory acceptable to the Surviving CorporationCompany (collectively, (ii“D&O Insurance”) after the Effective Timewith terms, Parent or the Surviving Corporation shall pay the reasonable fees conditions, retentions and expenses limits of such counsel, promptly after statements therefor liability that are received, and (iii) Parent and the Surviving Corporation will cooperate at least as favorable in the defense of any aggregate as such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them Company’s existing policies with respect to any single action unless there isactual or alleged error, under applicable standards misstatement, misleading statement, act, omission, neglect, breach of professional conductduty or any matter claimed against an officer, manager, managing member or director of the Company by reason of him or her serving in such capacity that existed or occurred at or prior to the Closing. If the Company for any reason fails to obtain such “tail” insurance policies as of the Closing, for a conflict period of six (6) years from the Closing, the OpCo Buyer will, at Sellers cost and expense, maintain in full effect the current directors’ and officers’ liability and fiduciary liability insurance policies covering the Indemnified Parties (but may substitute therefor other policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the Indemnified Parties so long as that substitution does not result in gaps or lapses in coverage) with respect to matters occurring on or before the Closing, but the OpCo Buyer is not required to pay annual premiums in excess of 250% of the last annual premiums paid therefor prior to the date of this Agreement and will purchase the maximum amount of coverage that can be obtained for that amount if the coverage described in this Section 6.05(b) would cost in excess of that amount. (c) In the event that the OpCo Buyer or any significant issue between of its respective successors or assigns (i) consolidates with or merges into any other Person and is not the positions continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any two Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the OpCo Buyer or more Indemnified Partiesthe Company, as the case may be, shall assume all of the obligations set forth in this Section 6.05. (d) Parent and Following the Surviving Corporation shall honor and fulfill in Closing, the OpCo Buyer will cause the Company to perform all respects of the obligations of the such Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiariesunder this Section 6.05. (e) This Section 8.1 6.05 shall survive the consummation of the Merger at Closing and continue for the Effective Time, periods specified herein and is intended to be for the benefit the Companyof, and to be enforceable by, the Surviving Corporation Indemnified Parties and the Indemnified Partiestheir respective heirs and personal representatives, shall and will be binding on all the OpCo Buyer and the Company and their respective successors and assigns assigns. (f) The obligations of Parent the OpCo Buyer and the Surviving Corporation and Company under this Section 6.05 shall not be terminated or modified in such a manner as to adversely affect Indemnified Party without the consent of such Indemnified Party (it being expressly agreed that the Indemnified Parties shall be enforceable by third-party beneficiaries of this Section 6.05, each of whom may enforce the Indemnified Parties, their heirs and their representativesprovisions of this Section 6.05).

Director and Officer Indemnification and Insurance. (ai) The Certificate For a period of Incorporation four (4) years (or three (3) years if insurance coverage under subparagraph (ii) below is not available for four (4) years) after the Effective Date, FNB shall provide indemnification to the present and former directors, officers, employees and agents of VCB (each, an “Indemnified Party”) to the fullest extent permitted by Section 317 of the Company, which will be the Certificate California Corporations Code and VCB’s Articles of Incorporation and By-Laws Bylaws as in effect on the date hereof in respect of matters existing or occurring prior to the Effective Date or after the Effective Date and based on or pertaining to the fact of the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed Indemnified Party’s service or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were services as directors, officers, employees or agents of the Company. (b) VCB. The By-Laws of the Surviving Corporation shall contain provisions with respect parties hereto agree to indemnification similar in effect cooperate and use their reasonable best efforts to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws defend against and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, officer or employee of the Company or any of its subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect respond to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each such claim, action, suit, proceeding or investigation investigation. Without limiting the foregoing, in any case in which approval by FNB is required to effectuate any indemnification, FNB may, in lieu thereof, elect that the determination of any such approval shall be made by independent counsel selected by FNB and approved by the Indemnified Party. (ii) At or prior to the Effective Date, FNB shall use its reasonable efforts (and VCB shall cooperate prior to the Effective Date in these efforts) to purchase a non-rescindable extended reporting period for Seller’s existing directors’ and officers’ liability insurance policy with a duration of at least four (4) years after the Effective Date, or a duration of three (3) years if a duration of four (4) years would not be available (provided that, FNB may substitute therefore (x) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous, or (y) with the consent of VCB given prior to the Effective Date, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Date and covering persons who are currently covered by such insurance; provided, however, that in any case FNB shall not be obligated to make annual premium payments for such a four-year (or three-year) period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to VCB’s directors and officers, 150% of the annual premium payments on VCB’s current policy in effect as of the date of this Agreement (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, FNB shall use its reasonable efforts to maintain the most advantageous policies of directors’ and officers’ liability insurance obtainable for a premium equal to the Maximum Amount. (iii) Any Indemnified Party wishing to claim indemnification under paragraph (i) of this Section 3.1(e), upon learning of any such liability or litigation, shall promptly notify FNB thereof; provided, that failure to provide such notice shall not relieve FNB of its obligations pursuant to this Section unless such failure materially prejudices FNB. In the event of any such litigation (whether arising before or after the Effective TimeDate), (i) any counsel retained by , FNB shall have the right to assume the defense thereof and FNB shall not be liable to such Indemnified Parties for any period after legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the Effective Time shall be reasonably defense thereof, except that if FNB elects not to assume such defense or counsel for the Indemnified Parties advises that there are substantive issues which raise conflicts of interest between FNB and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to the Surviving Corporationthem, (ii) after the Effective Time, Parent or the Surviving Corporation and FNB shall pay the all reasonable fees and expenses of such counsel, counsel for the Indemnified Parties promptly after as statements therefor therefore are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, howeverthat FNB shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall determine, and such determination shall have become final, that neither Parent nor the Surviving Corporation indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. FNB shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheldwithheld or delayed); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (div) Parent and In those instances in which an Indemnified Party is entitled to indemnification pursuant to this Section 3.1(e), FNB shall also pay or reimburse the Surviving Corporation shall honor and fulfill reasonable expenses incurred by such Indemnified Party in all respects the obligations advance of the Company pursuant final disposition of the underlying claim, action, suit, proceeding, or investigation, provided that (w) such expenses are directly related to indemnification agreements the claim, action, suit, proceeding, or investigation, (x) the Indemnified Party provides FNB with prompt notice of the Company's directors claim, action, suit, proceeding, or investigation as required by Section 3.1(e)(ii) above, (y) the Indemnified Party furnishes FNB with a written affirmation of the Indemnified Party’s good faith belief that the Indemnified Party has met the standard for indemnification, and officers existing at (z) the Indemnified Party furnishes FNB with a written undertaking, executed by the Indemnified Party personally or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and Indemnified Party’s behalf, to repay any such expenses paid or reimbursed by FNB if it is ultimately determined that the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiariesIndemnified Party is not entitled to indemnification. (ev) This Any indemnification payments made pursuant to this Section 8.1 shall survive the consummation 3.1(e) are subject to and conditioned upon their compliance with Section 18(k) of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the Indemnified Partiesregulations promulgated thereunder by the FDIC (12 C.F.R. Part 359). (vi) If FNB or any successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, proper provision shall be binding on all made so that the successors and assigns of Parent and FNB shall assume the Surviving Corporation obligations set forth in this Section 3.1(e). (vii) The provisions of this Section 3.1(e) are intended to be for the benefit of and shall be enforceable by by, each Indemnified Party during his or her lifetime and thereafter in accordance with the Indemnified Parties, their heirs laws of descent and their representativesdistribution.

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation Without limiting any additional rights that any current or former director, manager or officer of the CompanyCompany or any Company Subsidiary may have under any employment agreement, which will be the Certificate of Incorporation and By-Laws of the Surviving Corporationindemnification agreement or Benefit Plan, contains provisions with respect Parents agree that all rights to indemnification, which provisions advancement of expenses and exculpation by the Company and the Company Subsidiaries existing as of the date hereof in favor of each person who is as of the Effective Date, or who has been at any time prior to the the Effective Date or who becomes prior to the Closing Date, a director, manager or officer of the Company or the Company Subsidiaries, in each case, as provided in the Organizational Documents of the Company or the Company Subsidiaries as of the date hereof, shall not be amended, repealed or otherwise modified survive the Closing Date for a period of ten six (6) years from and shall continue in full force and 1440241.11A-WASSR01A - MSW effect in accordance with their respective terms. From and after the Effective Time, the Surviving LLC and its subsidiaries shall not (and Parents shall cause the Surviving LLC and its subsidiaries not to) amend, repeal or otherwise modify the Charter Documents of the Surviving LLC or any of its subsidiaries for a period of six (6) years after the Effective Time in any manner that would adversely affect cause the rights thereunder indemnification of individuals who at and advancement of expenses of former or before the Effective Time were directors, officers, employees or agents present managers and officers of the CompanyCompany to be less favorable than those contained in the Charter Documents of the Company and the Company Subsidiaries as of the date hereof. (b) The By-Laws Prior to the Closing, the Majority Member may cause the Company to, at the Majority Member’s sole cost and expense, obtain as of the Surviving Corporation shall contain provisions Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with respect to indemnification similar in effect the Company’s current directors’ and officers’ liability insurance for acts or omissions occurring prior to the provisions currently set forth Closing Date. Parents will, and will cause the Surviving LLC to, maintain and keep in the By-Laws of the Companyfull force and effect, which provisions shall and not be amendedcancel or change, repealed or otherwise modified for a period of ten years from the Effective Time such “tail” insurance policies in any manner that would adversely affect respect following the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by lawClosing Date. (c) The Company shallParties agree that the directors, managers or officers to the fullest extent permitted under applicable law or under the Company's Certificate whom this Section 5.11 applies shall be express intended third-party beneficiaries of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmlessthis Section 5.11, each present and former director, officer of whom may enforce the provisions of this Section 5.11. (d) If either Parent or employee of the Company or any of its subsidiaries (collectively, the "Indemnified Parties") against any costs their respective successors or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), assigns (i) shall merge or consolidate with or merge into any counsel retained by other Person and shall not be the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, surviving or continuing Person in such consolidation or merger or (ii) after shall transfer all or substantially all of its properties or assets in one or a series of related transactions to any Person, then in each such case, Parents shall use commercially reasonable efforts to cause proper provision to be made so that the Effective Time, successor or assign of the applicable Parent or the Surviving Corporation Company, as the case may be, shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate assume in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (d) Parent and the Surviving Corporation shall honor and fulfill in all respects writing the obligations of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiariesset forth in this Section 5.11. (e) This Section 8.1 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall be enforceable by the Indemnified Parties, their heirs and their representatives.

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation of the Company, which will be the Certificate of Incorporation and By-Laws of the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, officer or employee of the Company or any of its subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), , (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (d) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiaries. (e) This Section 8.1 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall be enforceable by the Indemnified Parties, their heirs and their representatives.

Director and Officer Indemnification and Insurance. (a) The Certificate Purchaser and Merger Sub agree that all rights to exculpation, indemnification and advancement of Incorporation expenses now existing in favor of the current and former directors, officers and employees (each such Person, together with such Person’s heirs, executors or administrators, a “D&O Indemnified Party”), as the case may be, of the Company as provided in the Company’s articles of incorporation, by-laws or other organization documents or in any agreement shall survive the Merger and shall continue in full force and effect. For a period of six years after the Effective Time, Purchaser and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of AGREEMENT AND PLAN OF MERGER 45 expenses provisions of the Company’s articles of incorporation, which will be the Certificate of Incorporation and Byby-Laws of the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed laws or otherwise modified for a period of ten years from similar organization documents as in effect immediately before the Effective Time or in any indemnification agreements of the Company with any of their current or former directors, officers or employees as in effect immediately before the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at or before the Effective Time were current or former directors, officers, officers or employees or agents of the Company. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, officer or employee of the Company or any of its subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any Action pending or asserted within such claim or claims period shall continue until the disposition of any such Action. From and all such claims. The Indemnified Parties as a group may retain only one law firm after the Effective Time, Purchaser shall assume, be jointly and severally liable for, and honor, and shall cause the Surviving Corporation and its Subsidiaries to represent them honor, in accordance with respect to any single action unless there istheir respective terms, under applicable standards each of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Partiescovenants contained in this Section 7.8. (db) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four six years after the Effective Time, Parent Purchaser shall maintain cause to be maintained in effect the current policies of directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by the Company with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Purchaser shall not be required to pay annual premiums in excess of 300 percent of the last annual premium paid by the Company before the date hereof in respect of the coverage required to be obtained pursuant hereto, in each case as set forth in Section 7.8(b) of the Company Disclosure Schedule, but shall instead purchase as much coverage as is reasonably available for such premium amount. At the Company’s option, the Company may purchase, before the Effective Time, a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company with respect to matters arising on or before the Effective Time, covering those persons who are (without limitation) the transactions contemplated hereby. If such prepaid “tail” policy has been obtained by the Company before the Effective Time, Purchaser shall cause such policy to be maintained in full force and effect for its full term, and shall cause all obligations thereunder to be honored by the Surviving Corporation's directors , and officers on in such event no other Party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 7.8(c). (c) Purchaser and the same basis Surviving Corporation, jointly and severally, shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any D&O Indemnified Party in successfully enforcing the indemnity and other obligations provided in this Section 7.8. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such D&O Indemnified Party may have under the articles of incorporation, by-laws or other organization documents of the Company or the Surviving Corporation, any other indemnification arrangement, the WBCA or otherwise. This Section 7.8 shall survive the Effective Time and is expressly intended to benefit, and is enforceable by, each of the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiariesD&O Indemnified Parties. (e) This Section 8.1 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the CompanyIf Purchaser, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the Indemnified Partiescontinuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in any such case, proper provision shall be binding on all made so that the successors and assigns of Parent and Purchaser or the Surviving Corporation and AGREEMENT AND PLAN OF MERGER 46 Corporation, as the case may be, shall be enforceable by the Indemnified Parties, their heirs and their representativesassume such entity’s obligations set forth in this Section 7.8.

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation of the Company, which will be the Certificate of Incorporation and By-Laws of the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed or otherwise modified for For a period of ten six (6) years from after the Effective Time Closing, Buyer shall not, and shall not permit any Company Entity or any Blocker to, amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in such Company Entity’s or such Blocker’s Organizational Documents or in any manner that would adversely affect agreement relating to the rights thereunder exculpation or indemnification of, or the advancement of individuals who at or before the Effective Time were directorsexpenses to, former officers, employees or agents managers and directors as in effect immediately prior to the Closing, it being the intent of the Companyparties that the officers, managers and directors of the Company Entities and the Blockers prior to the Closing shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted under applicable Law (or to such lesser degree as may be expressly provided in such Company Entity’s or such Blocker’s, as applicable, Organizational Documents as of the date hereof). During such six (6) year period, Buyer shall cause the Company Entities and the Blockers (on their own or on Sellers’ behalf) to perform and discharge the Company Entities’ and Blocker’s obligations to provide such indemnification, exculpation and advancement of expenses. Notwithstanding anything to the contrary herein, any such advancement of expenses shall be subject to an undertaking to repay any such expenses in the event that such former officer, manager or director is determined (by a final, non-appealable decision by a court of competent jurisdiction) to be ineligible for such indemnification. The indemnification obligations pursuant to this Section 7.08(a) shall be mandatory rather than permissive. (b) The By-Laws of Without limiting any additional rights that any director, officer, manager, employee, fiduciary, trustee or agent may have under any agreement, arrangement, Employee Benefit Plan or under any Company Entity’s or any Blocker’s, as applicable, Organizational Documents, from and after the Surviving Corporation Closing Date, Buyer shall contain provisions with respect to indemnification similar in effect to cause the provisions currently set forth in applicable Company Entity or the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shallapplicable Blocker, to the fullest extent permitted under applicable law Law and to the extent required under such Company Entity’s or under such Blocker’s, as applicable, Organizational Documents, in each case as in effect as of the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effectivedate hereof, to indemnify and hold harmlessharmless each individual who, and, after the Effective Time, Parent and the Surviving Corporation shall, prior to the fullest extent permitted under applicable law Closing, served as an officer, manager or under the Surviving Corporation's Certificate director of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, officer or employee of the any Company Entity or any of its subsidiaries (collectively, the "Indemnified Parties") Blocker against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement all losses in connection with any claims, action, suite, proceeding Action or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated fact that such Person is or was an officer, manager or director of any Company Entity or any Blocker as of or prior to the Closing or arising out of actions taken (or failed to be taken) by such Person at the request of any Company Entity or any Blocker, including any and all such losses arising out of or relating to this Agreement or the transactions contemplated hereby, for a period of six (y6) otherwise years after the Closing Date. Buyer or the Company Entities or the Blockers shall promptly advance expenses to any such officer, manager or director of any Company Entity or any Blocker, as incurred, to the fullest extent required under the Company Entity’s or the Blocker’s, as applicable, Organizational Documents, in each case as in effect as of the date hereof. Notwithstanding anything to the contrary herein, any such advancement of expenses shall be subject to an undertaking to repay any such expenses in the event that such former officer, manager or director is determined (by a final, non-appealable decision by a court of competent jurisdiction) to be ineligible for such indemnification. Neither Buyer nor any Company Entity or any Blocker shall have any obligation hereunder to any Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Person in the manner contemplated hereby is prohibited by applicable Law. (c) Prior to the Closing, Buyer shall obtain (or, at the Company’s option, the Company may obtain at Buyer’s expense), at no expense to the beneficiaries thereof, one or more non-cancellable “tail” insurance policies with claims periods of at least six (6) years following the Closing, and with substantially equivalent coverage and amounts as, and containing terms no less favorable, in the aggregate, to the former officers, managers and directors of the Company Entities and the Blockers than, the Company’s director and officer liability insurance as of the date of this Agreement, including coverage for acts and omissions of the individuals who were officers, managers and/or directors of the Company or any Subsidiary or any Blocker (in such capacities) prior to the Closing with respect to any acts or omissions occurring matters arising at or prior to the Effective TimeClosing. The costs of such “tail” insurance policy premium pursuant to this Section 7.08(c) shall be paid by Buyer; provided that in no event shall Buyer or the Company be require to expend, to in any twelve (12) month period, an amount for any such tail insurance policies in excess of 300% of the same extent as annual premiums currently paid by the Company for its existing director and officer liability insurance; provided in further that if the annual premiums for such coverage (or premium cost for such “tail” insurance policies) exceed such amount, Buyer or the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement , as in effect on the date hereof. In each claimcase may be, action, suit, proceeding or investigation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount for such six (whether arising before or after the Effective Time), (i6) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (d) Parent In the event that Buyer or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, the Surviving Corporation successors and assigns of Buyer or its Subsidiary, as the case may be, shall honor expressly assume and fulfill in all respects be bound by the obligations of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiariesset forth in this Section 7.08. (e) This The obligations of Buyer and its Subsidiaries under this Section 8.1 7.08 shall survive not be modified in such a manner as to adversely affect any Person to whom this Section 7.08 applies without the consummation consent of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall be enforceable by the Indemnified Parties, their heirs and their representativessuch affected Person.

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation Each of the CompanyPurchaser and Parent agrees that all rights to indemnification, which will be the Certificate exculpation and advancement of Incorporation and By-Laws expenses now existing in favour of the Surviving Corporationdirectors and officers of the Acquired Companies, contains provisions as provided in their respective Governing Documents, or otherwise in any written agreement with the Acquired Companies in effect as of the date hereof and made available to the Purchaser with respect to any matters occurring prior to the Closing Date, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect for a period of six years following the Closing and that the Purchaser shall, from and after the Closing Date, cause the Acquired Companies to perform and discharge its obligations to provide such indemnification, which exculpation and advancement of expenses, except in the case of fraud, fraudulent or willful misconduct or intentional or gross fault of such director or officer. To the maximum extent permitted by Applicable Law, such indemnification shall be mandatory rather than permissive, and the Purchaser shall, from and after the Closing Date, cause the Acquired Companies to advance expenses in connection with such indemnification as provided in their respective Governing Documents or other applicable agreements. The indemnification, liability limitation, exculpation or advancement of expenses provisions of the Acquired Companies’ Governing Documents provided to the Purchaser shall not be amended, repealed or otherwise modified for a period of ten years from after the Effective Time Closing Date in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directorswho, officers, employees or agents as of the Company. (b) The By-Laws Closing Date or at any time prior to the Closing Date, were directors or officers of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the CompanyAcquired Companies, unless such modification is required by lawApplicable Law. (cb) The Company Without limiting any additional rights that any director or officer may have under any Contract, Employee Benefit Plan or the Governing Documents of the Acquired Companies, as the case may be, from and after the Closing Date, each of the Purchaser and Parent shall, and shall cause the Acquired Companies to, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effectiveApplicable Law as in effect from time to time, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmless, harmless each present and former director, director or officer or employee of the Company or any of its subsidiaries (collectivelyAcquired Companies, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement all Damages in connection with any claims, action, suite, proceeding Legal Proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated fact that such Person is or was a director or officer of the Acquired Companies, or arising out of actions taken (or failed to be taken) by such Person at the request of the Acquired Companies, including any and all such Damages arising out of or relating to this Agreement or the transactions contemplated hereby, for a period of six years after the Closing Date, except in the case of fraud, fraudulent or willful misconduct or intentional or gross fault of any such person. The Purchaser shall cause the Acquired Companies, as the case may be, to promptly advance expenses to any such director or officer of the Acquired Companies as incurred, to the fullest extent permitted under Applicable Law as in effect from time to time; provided, that such director or officer to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such director or officer is not entitled to indemnification. None of the Purchaser, the nor any Acquired Company shall settle, compromise or consent to the entry of any judgment in any actual or threatened Legal Proceeding or investigation in respect of which indemnification has been or could be sought by a Person hereunder unless such settlement, compromise or judgment includes an unconditional release of such Person from all liability arising out of such Legal Proceeding or investigation. None of the Purchaser, the Parent nor any Acquired Company shall have any obligation hereunder to any Person when and if a court of competent jurisdiction shall ultimately determine (yand such determination shall have become final and non-appealable) otherwise that the indemnification of such Person in the manner contemplated hereby is prohibited by Applicable Law. (c) The Corporation shall use commercially reasonable best efforts to purchase, prior to the Closing, a “tail” policy providing directors’ and officers’ liability insurance coverage for the directors and officers of the Corporation and its Subsidiaries for a period of six (6) years after the Closing Date with respect to any acts or omissions matters occurring at or prior to the Effective TimeClosing. The Purchaser shall reimburse the Corporation for half of the cost of the “tail” policy, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory that such policy is obtained prior to the Surviving Corporation, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are receivedClosing, and (iii) Parent and in no event shall the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall Purchaser be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim other costs or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them obligations with respect to the “tail” policy or any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Partiesmatters otherwise covered thereunder. (d) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the The directors and officers of its other subsidiaries. (e) the Acquired Companies entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 6.10 are intended to be third party beneficiaries of this Section 6.10. This Section 8.1 6.10 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation transactions contemplated by this Agreement and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and Purchaser. (e) Notwithstanding anything to the contrary herein, none of the Purchaser, the Parent, nor any of the Acquired Companies shall be enforceable by have any obligation under this Section 6.10 for any claims or actions brought against directors or officers of the Indemnified Parties, Acquired Companies in their heirs and their representativescapacity as Vendors hereunder.

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation of the Company, which will be the Certificate of Incorporation and By-Laws of the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed or otherwise modified for a period of ten For six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, Purchaser shall indemnify and hold harmlessharmless and advance expenses to, each of the present and former director, officer or employee officers and directors of the Company or any and the Bank (each, an “Indemnified Person”) in respect of its subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, Time to the same fullest extent as permitted by the DGCL or any other Applicable Law or provided in under the Company's Certificate ’s certificate of Incorporation incorporation and bylaws and the Bank’s articles of association and bylaws and any Contracts providing rights to indemnification or By-Laws or advancement of expenses of any applicable contract or agreement Indemnified Person, in each case as in effect on the date hereof. In each claim, action, suit, proceeding or investigation ; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Law; provided further that any Indemnified Person to whom expenses are advanced provides an undertaking in a form satisfactory to Purchaser to repay such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnification. (whether arising before or after the Effective Time), b) Purchaser shall either (i) any counsel retained by the Indemnified Parties continue to maintain in effect for any period six years after the Effective Time shall be reasonably satisfactory to the Surviving CorporationCompany’s and the Bank’s directors’ and officers’ insurance policies and fiduciary liability insurance policies (collectively, “D&O Insurance”) in place as of the date hereof or (ii) after purchase comparable D&O Insurance for such six-year period, in each case with respect to any claim related to any period of time at or prior to the Effective TimeTime with terms, Parent conditions, retentions and limits of liability that are at least as favorable as those contained in the D&O Insurance policies in effect as of the date hereof; provided that in no event shall Purchaser be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 200% of the amount per annum the Company or the Surviving Corporation shall pay Bank respectively paid in its last full fiscal year, which amount is set forth on Section 7.07(b) of the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)Company Disclosure Schedule; and provided, further, thatthat if the aggregate premiums of such insurance coverage exceed such amount, in Purchaser shall be obligated to obtain a policy with the event that any claim or claims for indemnification are asserted or made within such ten-year periodgreatest coverage available, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. (c) If Purchaser or any single action unless there isof its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, under applicable standards or (ii) transfers or conveys all or substantially all of professional conductits properties and assets to any Person, a conflict on any significant issue between then, and in each such case, to the positions extent necessary, proper provision shall be made so that the successors and assigns of any two or more Indemnified PartiesPurchaser shall assume the obligations set forth in this Section 7.07. (d) Parent and The rights of each Indemnified Person under this Section 7.07 shall be in addition to any rights such Person may have under the Surviving Corporation shall honor and fulfill in all respects the obligations certificate of incorporation, articles of association or bylaws of the Company pursuant to indemnification agreements or the Bank, under the DGCL or any other applicable Law, or under any agreement of any Indemnified Person with the Company's directors Company or the Bank. These rights shall survive consummation of the Merger and officers existing at or before the Effective Timeare intended to benefit, and shall be enforceable by, each Indemnified Person. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and Notwithstanding anything to the same extent as contrary set forth herein, the Parent maintains directors' rights of indemnification and officers' liability insurance covering advancement of expenses of any Indemnified Person hereby in respect of any proceeding commenced within the directors and officers six-year period set forth in this Section 7.07 shall continue until the final disposition of its other subsidiariessuch proceeding. (e) This Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.1 7.07 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Companyrequire Purchaser, the Surviving Corporation Company or the Bank (or any of their respective successors or assigns) to provide, obtain or maintain any directors’ or officers’ liability insurance policies or coverage, or any “tail” insurance policies or coverage, in contravention of applicable Law or Order (including, for the avoidance of doubt, applicable federal banking Laws or Orders) or informal requirements and requests by any regulatory body. It is understood and agreed that such certificates of incorporation, articles of association, bylaws and agreements or other documents, as applicable, may be amended following Closing to comply with the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall be enforceable by the Indemnified Parties, their heirs and their representativesforegoing.

Director and Officer Indemnification and Insurance. (a) The Certificate From and after the Effective Time, each of Incorporation of the Company, which will be the Certificate of Incorporation Acquiror and By-Laws of the Surviving CorporationEntity, contains provisions with respect to indemnificationor its successors, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shallindemnify and hold harmless, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmlessLegal Requirements, each present and current or former director, officer or employee of the Company or any of its subsidiaries Subsidiaries or fiduciary of Company or any of its Subsidiaries under any Company Benefit Plans (collectivelyeach, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the "Indemnified Parties") date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claimsclaim, action, suitesuit, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement matters existing or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective TimeTime whether asserted or claimed prior to, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each claim, action, suit, proceeding or investigation (whether arising before at or after the Effective Time),. Acquiror shall also advance expenses incurred by an Indemnified Party in each such case, upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. (ib) any counsel retained by the Indemnified Parties for any For a period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, of seven (ii7) years after the Effective Time, Parent Acquiror shall maintain in effect Company’s current directors’ and officers’ liability insurance covering each Person currently covered by Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matterEffective Time; provided, however, that neither Parent nor in no event shall Acquiror be required to expend in the Surviving Corporation aggregate an amount in excess of one hundred and fifty percent (150%) of the amount of the aggregate premiums paid by Company for fiscal year 2012 for such purpose and, if Acquiror is unable to obtain such policy (or substitute policy) as a result of this proviso, Acquiror shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)obtain as much comparable insurance as is available by payment of such amount; and provided, provided further, that: (i) Acquiror may substitute therefor “tail” policies the material terms of which, including coverage and amount, are no less favorable in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with material respect to any single action unless there is, such directors and officers than Company’s existing policies as of the date hereof; or (ii) Acquiror may request that Company obtain such extended reporting period coverage under applicable standards Company’s existing insurance programs (to be effective as of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified PartiesEffective Time). (dc) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations The provisions of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiaries. (e) This this Section 8.1 6.3 shall survive the consummation of the Merger at the Effective Time, is and are intended to be for the benefit the Companyof, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall will be enforceable by the by, each Indemnified PartiesParty, their his or her heirs and their his or her legal representatives.

Director and Officer Indemnification and Insurance. (a) The Certificate For a period of Incorporation six (6) years after the Effective Date (the “Relevant Period”), Parent shall not and shall not permit the Surviving Corporation or its Subsidiary to amend, repeal or modify any provision in the Company or its Subsidiary’s organizational documents in effect as of the Companydate of this Agreement relating to the exculpation or indemnification of any Person who is, which will be as of immediately prior to the Certificate Effective Time, a current or former officer, manager, director or similar functionary of Incorporation and By-Laws Surviving Corporation or its Subsidiary (the “Indemnified Representatives”), in each case in a manner adverse to any Indemnified Representatives with respect to acts or omissions by such Indemnified Representatives occurring on or prior to the Effective Date, unless required by Law. During the Relevant Period, Parent shall cause each of the Surviving CorporationCorporation and its Subsidiary to, contains provisions with respect honor all of such company’s obligations to indemnificationindemnify (including any obligations to advance funds for expenses) the Indemnified Representatives for acts or omissions by such Indemnified Representatives occurring on or prior to the Effective Date to the extent that such obligations of such company are in effect on the date of this Agreement pursuant to the organizational documents of such Company or to the extent contained in any Contract set forth on Section 8.1 of the Company Disclosure Schedule, which provisions and such obligations shall not be amended, repealed or otherwise modified for a period of ten years from survive the Effective Time and shall continue in any manner that would adversely affect full force and effect for the rights thereunder Relevant Period in accordance with the terms of individuals who at such organizational documents or before such other Contract, as the Effective Time were directors, officers, employees or agents of the Companycase may be. (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy with respect to its directors and officers liability insurance policy from an insurance carrier with the same or better credit rating as the Company’s directors’ and officers’ liability insurance carrier on the date hereof (a “Tail Policy”), provided, however, that the Tail Policy Expense shall not be considered a liability of the Company for the purposes of calculating Net Working Capital. The By-Laws of Surviving Corporation will not (and Parent will cause the Surviving Corporation not to) take any action following the Closing that would cause the Tail Policy to be cancelled or any provision therein to be amended or waived; provided that neither Parent, the Surviving Corporation, nor any Affiliate thereof shall contain provisions with be obligated to pay any premiums or other amounts in respect to indemnification similar in effect to the provisions currently set forth of such Tail Policy, except as explicitly provided in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by lawimmediately preceding sentence. (c) The Company shallobligations set forth in this Section 8.1 may not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Party (or any other person who is a beneficiary pursuant to the fullest extent permitted under applicable law Tail Policy (and their heirs and representatives)) without the prior written consent of such affected Indemnified Representative or under other Person. Each of the Company's Certificate of Incorporation Indemnified Representatives or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, other Person who are beneficiaries pursuant to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate Tail Policy (and their respective heirs and representatives) are intended to be third party beneficiaries of Incorporation or By-Lawsthis Section 8.1, indemnify and hold harmless, each present and former director, officer or employee with full rights of enforcement as if such person were a Party. The rights of the Company or any of its subsidiaries Indemnified Representatives (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining other persons who are beneficiaries pursuant to the transactions contemplated by Tail Policy (and their heirs and representatives)) pursuant to this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided Section 8.1 will be in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are receivedaddition to, and (iii) Parent and the Surviving Corporation will cooperate not in the defense of substitution for, any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all other rights to indemnification in respect of or contribution that any such claim Person may have had by Contract, applicable Law or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Partiesotherwise. (d) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiaries. (e) This Section 8.1 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the CompanyIf Parent, the Surviving Corporation or any of their respective successors or assigns will (i) consolidate with or merge into any other Person and not be the Indemnified Partiescontinuing or surviving corporation or entity in such consolidation or merger; or (ii) transfer all or substantially all of its properties and assets to any Person, shall then proper provisions will be binding on all made so that the successors and assigns of Parent, the Surviving Corporation or any of their respective successors or assigns will assume all of the obligations of Parent and the Surviving Corporation and shall be enforceable by the Indemnified Parties, their heirs and their representativesset forth in this Section 8.1.

Director and Officer Indemnification and Insurance. (a) The Certificate of Incorporation of the Company, which will be the Certificate of Incorporation From and By-Laws of the Surviving Corporation, contains provisions with respect to indemnification, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective TimePurchase Date, Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume all obligations of the Company, and cause its subsidiaries to maintain in effect all such obligations owed by them, to each individual who at the Effective Time is, or any time prior to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-LawsEffective Time was, indemnify and hold harmless, each present and former a director, officer or employee of the Company or any of its subsidiaries (collectively, the "Indemnified PartiesIndemnitees") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, in respect of indemnification and exculpation from liabilities and amounts paid in settlement in connection with any claims, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any for acts or omissions occurring at or prior to the Effective Time, to the same extent Time as provided in (x) the Company Charter Documents (or predecessor documents) and the organizational documents of such subsidiaries as currently in effect and (y) the indemnification agreements listed on Section 5.7(a) of the Company Disclosure Schedule, which shall survive the Merger and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the certificate of incorporation and by-laws of the Surviving Corporation and its subsidiaries to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee in connection with enforcing the indemnity and other obligations provided for in this Section 5.7 as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) Following the Purchase Date, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use its commercially reasonable efforts to purchase a six-year "tail" with respect to the Company's Certificate existing current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage, and in amount, not less favorable to such persons than those of Incorporation or By-Laws or any applicable contract or agreement as such policy in effect on the date hereof. In each claimthe event that the Surviving Corporation does not purchase the "tail" referred to in the immediately preceding sentence, actionthen, suit, proceeding or investigation (whether arising before or for the six-year period commencing immediately after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving CorporationPurchase Date, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate maintain in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (d) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with effect the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are the Surviving Corporation's directors currently (and officers on the same basis and any additional persons who prior to the same extent as Effective Time become) covered by the Parent maintains Company's directors' and officers' liability insurance covering policy on terms with respect to such coverage, and in amount, not less favorable to such persons than those of such policy in effect on the directors and officers date hereof (or the Surviving Corporation may substitute therefor policies, issued by reputable insurers, of its other subsidiaries. (e) This Section 8.1 shall survive at least the consummation of the Merger at same coverage with respect to matters occurring prior to the Effective Time); provided, is intended however, that in no event shall the Surviving Corporation be required to benefit expend more than an amount per year equal to 200% of current annual premiums paid by the Company, whether expended over time or paid in a lump sum or otherwise, to maintain or procure insurance coverage pursuant to this Section 5.7; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain or to cause to be obtained a policy with the greatest coverage available for a cost not exceeding such amount. (c) The obligations of Parent and the Indemnified Parties, Surviving Corporation under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 5.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented expressly in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 5.7 applies shall be binding on third party beneficiaries of this Section 5.7). The provisions of this Section 5.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (d) In the event that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent and the Surviving Corporation and shall be enforceable by assume all of the Indemnified Parties, their heirs and their representativesobligations thereof set forth in this Section 5.7.

Director and Officer Indemnification and Insurance. (a) The Certificate From and after the Effective Time, each of Incorporation of the Company, which will be the Certificate of Incorporation Acquiror and By-Laws of the Surviving CorporationEntity, contains provisions with respect to indemnificationor its successors, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company. (b) The By-Laws of the Surviving Corporation shall contain provisions with respect to indemnification similar in effect to the provisions currently set forth in the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or before the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (c) The Company shallindemnify and hold harmless, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmlessLegal Requirements, each present and current or former director, officer or employee of the Company or any of its subsidiaries Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans (collectivelyeach, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the "Indemnified Parties") date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claimsactual or threatened claim, action, suitesuit, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement matters existing or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective TimeTime whether asserted or claimed prior to, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any applicable contract or agreement as in effect on the date hereof. In each claim, action, suit, proceeding or investigation (whether arising before at or after the Effective Time),. Acquiror shall also advance expenses incurred by an Indemnified Party in each such case, upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. (ib) any counsel retained by the Indemnified Parties for any For a period of six (6) years after the Effective Time or, if such term coverage is not available, such other maximum period of coverage available, Acquiror shall be reasonably satisfactory maintain in effect at its expense the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Surviving Corporation, (ii) after the Effective Time, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither Parent nor in no event shall Acquiror be required to expend in the Surviving Corporation aggregate an amount in excess of 375% of the amount of the aggregate premiums paid by the Company for fiscal year 2015 for such purpose and, if Acquiror is unable to obtain such policy (or substitute policy) as a result of this proviso, Acquiror shall be liable obtain as much comparable insurance and for any settlement effected without its written as long a period of time as is available following the Effective Time by payment of such amount; provided further, that: (i) Acquiror or the Company, with the consent (of Acquiror, which consent shall not be unreasonably withheld); , conditioned or delayed, may substitute therefor “tail” policies the material terms of which, including coverage and providedamount, further, that, are no less favorable in the event that any claim or claims for indemnification are asserted or made within such ten-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with material respect to any single action unless there is, such directors and officers than the Company’s existing policies as of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under applicable standards the Company’s existing insurance programs (to be effective as of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified PartiesEffective Time). (dc) Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations The provisions of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. For a period of four years after the Effective Time, Parent shall maintain directors' and officers' liability insurance covering those persons who are the Surviving Corporation's directors and officers on the same basis and to the same extent as the Parent maintains directors' and officers' liability insurance covering the directors and officers of its other subsidiaries. (e) This this Section 8.1 6.2 shall survive the consummation of the Merger at the Effective Time, is and Bank Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives. In the Companyevent Acquiror or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, dissolves, transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the Surviving Corporation and the Indemnified Partiesextent necessary, proper provision shall be binding on all made so that such successor and assign of Acquiror and its successors and assigns of Parent and assume the Surviving Corporation and shall be enforceable by the Indemnified Parties, their heirs and their representativesobligations set forth in this Section 6.2.