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

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects the obligations of Company and Parent which exist prior to the date hereof to indemnify Company’s and Parent’s present and former directors and officers and their heirs, executors and assigns (each, a “D&O Indemnified Party”). Company directors, any Parent director and any Company officers who become directors and officers of the Surviving Corporation and Parent will enter into Parent’s standard indemnification agreement, which will be in addition to any other contractual rights to indemnification. The certificate of incorporation and bylaws of Parent and the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions at least as favorable as the provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of Company, and the provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of the Surviving Corporation and Parent will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, at the Effective Time, were directors, officers, employees or agents of Company or Parent, unless such modification is required by Legal Requirements. (b) Effective as of the Effective Time, Company may, at Company’s sole expense, secure a “tail” policy on Company’s existing directors and officer’s liability insurance policy for a period of six (6) years. (c) This Section 5.06 will survive any termination of this Agreement and the consummation of the Merger at the Effective Time, is intended to benefit Company, the Surviving Corporation, Parent and the D&O Indemnified Parties, and will be binding on all successors and assigns of Parent and the Surviving Corporation.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation Company will fulfill and honor in all respects the obligations of Company and Parent which exist prior to the date hereof to indemnify Company’s and Parent’s present and former directors and officers and their heirs, executors and assigns (each, a “D&O Indemnified Party”). Company directors, any Parent director directors and any Company officers who become directors and officers of the Surviving Corporation Company and Parent will enter into Parent’s standard indemnification agreement, which will be in addition to any other contractual rights to indemnification. The certificate of incorporation and bylaws of Parent and the certificate of incorporation and bylaws of the Surviving Corporation Company will contain provisions at least as favorable as the provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate Certificate of incorporation Formation and bylaws of CompanyCompany Operating Agreement, and the provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of the Surviving Corporation Company and Parent will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, at the Effective Time, were directors, officers, employees or agents of Company or Parent, unless such modification is required by Legal Requirements. (b) Effective as of the Effective Time, Company may, at Company’s sole expense, secure a “tail” policy on Company’s existing directors and officer’s liability insurance policy for a period of six (6) years. (c) This Section 5.06 5.05 will survive any termination of this Agreement and the consummation of the Merger at the Effective Time, is intended to benefit Company, the Surviving CorporationCompany, Parent and the D&O Indemnified Parties, and will be binding on all successors and assigns of Parent and the Surviving CorporationCompany.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation will fulfill and honor The Merger Agreement provides for certain indemnification rights in all respects the obligations favor of Company and Parent which exist prior to the date hereof to indemnify CompanyDRC’s and Parent’s present its subsidiaries’ current and former directors and officers and their heirsofficers. Specifically, executors and assigns the parties have agreed that from the Effective Time through the sixth (each6th) anniversary of the date on which the Effective Time occurs, a “D&O Indemnified Party”). Company directors, any Parent director and any Company officers who become directors and officers of the Surviving Corporation shall indemnify and Parent will enter into Parent’s standard indemnification agreementhold harmless, which will be and provide advancement of expenses (provided the person to whom expenses are advanced undertakes to repay such advances to the extent required by applicable law) to, the current and former officers and directors of DRC and its subsidiaries in addition respect of acts or omissions occurring at or prior to any other contractual the Effective Time to the fullest extent permitted by applicable law. Engility and DRC further agreed that all rights to indemnificationindemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) existing in favor of the current or former directors or officers of DRC and its subsidiaries shall be assumed by the Surviving Corporation in the Merger at the Effective Time. The certificate of incorporation Further, Engility and bylaws of Parent and Purchaser agreed that the certificate articles of incorporation and bylaws of the Surviving Corporation will shall contain provisions at least as no less favorable as the provisions relating with respect to the indemnification of former or present directors and elimination of liability for monetary damages officers than are presently set forth in the certificate DRC’s articles of incorporation and bylaws of Companybylaws, and the which provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of the Surviving Corporation and Parent will shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, at the Effective Time, were directors, officers, employees or agents any such individuals. The Merger Agreement also provides for certain insurance rights in favor of Company or Parent, unless such modification is required by Legal Requirements. (b) Effective as of the Effective Time, Company may, at CompanyDRC’s sole expense, secure a “tail” policy on Company’s existing and its subsidiaries’ current and former directors and officer’s liability insurance policy officers. Specifically, DRC shall maintain for a period of six (6) years. years the current policies of the existing directors’ and officers’ liability insurance and fiduciary liability coverage maintained by DRC and its subsidiaries with respect of claims arising from facts or events that occurred on or before the Effective Time. However, the Surviving Corporation may obtain substitute policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured. The Merger Agreement provides that in no event will be Surviving Corporation be required to pay more than an amount per year of coverage equal to two hundred fifty percent (c250%) This Section 5.06 will survive of the current annual premiums paid by DRC for such insurance. Further, with the consent of DRC, prior to the earlier of the Effective Time and such time as Engility’s or Purchaser’s designees constitute a majority of the DRC Board, the Surviving Corporation may purchase in lieu of the foregoing requirements a run-off or tail insurance policy, in each case, Table of Contents with reputable and financially sound carriers, with at least the same coverage and amounts containing terms and conditions that are substantially the same as, or more favorable than, those of DRC’s current policies, including deductibles and caps that are no less favorable to the directors and officers of DRC or any termination of this Agreement and its subsidiaries than those in effect as of the consummation date of the Merger Agreement, covering acts or omissions occurring at or prior to the Effective Time, is intended to benefit Companyincluding in respect of the transactions contemplated by the Merger Agreement. The Merger Agreement provides that, if the Surviving CorporationCorporation or any of its respective successors or assigns consolidates or merges with or into any other entity in which it is not the continuing or surviving entity or transfers or conveys all or substantially all of its assets, Parent and the D&O Indemnified Parties, and then proper provision will be binding on all made so that the successors and assigns of Parent and Engility or the Surviving CorporationCorporation assume all of the obligations summarized in this section “— Director and Officer Indemnification and Insurance.” The persons covered by the provisions of the Merger Agreement described in this section are intended third-party beneficiaries with respect to such provisions.