Common use of Director Indemnification Clause in Contracts

Director Indemnification. As promptly as reasonably practicable following the request of any director designated pursuant to Section 4.1, the Company shall enter into an indemnification agreement with the director, in the form entered into with the other members of the Company Board or, if not entered into by other members of the Company Board, a customary form. The Company shall pay the reasonable, documented and out-of-pocket expenses incurred by such director related to his or her service to the Company, including attending meetings of the Company Board or any Committee or sub-Committee thereof or events attended on behalf of the Company or any of its subsidiaries at the Company’s request. For so long as a director designated pursuant to Section 7.1 serves as a director of the Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any director designated pursuant to Section 4.1 as and to the extent consistent with applicable law, including but not limited to under the Company’s certificate of incorporation (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Company Board to be reasonable and customary and (ii) for so long as any director designated pursuant to Section 4.1 serves as a director of the Company Board, maintain such coverage with respect to such director; provided that upon removal or resignation of such director for any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event.

Director Indemnification. As promptly as reasonably practicable following the request of any director designated pursuant to Section 4.1Effective Date, the Company shall enter into an indemnification agreement with each Embraer Director and the directorSponsor Director, in each on substantially the form same terms entered into with with, and based on the same customary and reasonable form provided to, the other members of the Company Board or, if not entered into by other members of the Company Board, a customary formDirectors. The Company shall pay the reasonable, documented and out-of-pocket expenses incurred by such director related to his or her service to the Company, including attending meetings of the Company Board or any Committee or sub-Committee thereof or events attended on behalf of the Company or any of its subsidiaries at the Company’s request. For so long as a director designated pursuant to Section 7.1 serves as a director of the Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any director designated Director nominated pursuant to Section 4.1 this Agreement, as and to the extent consistent with applicable law, including but not limited to under contained in the Company’s certificate of incorporation Organizational Documents (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). The Such indemnification agreements shall reflect that (a) the Company is the indemnitor of first resort (i.e., the Company’s obligations to the Directors are primary, and any obligation of the Directors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Director are secondary), (b) the Company shall (i) purchase directors’ be required to advance the full amount of expenses incurred by each Director and officers’ liability insurance shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in an amount determined settlement to the extent legally permitted and as required by the terms of this Agreement, any other agreement between the Company Board to be reasonable and customary and (ii) for so long as any director designated pursuant to Section 4.1 serves as a director the Directors or the certificate of incorporation or bylaws of the Company Board, maintain such coverage with respect to such director; provided that upon removal or resignation of such director for any reason, and (c) the Company shall take all actions reasonably necessary to extend such directors’ hereby irrevocably waives, relinquishes and officers’ liability insurance coverage for a period releases each of not less than six (6) years the Directors from any such event and all claims against any of the Directors for contribution, subrogation or any other recovery of any kind in respect of any act or omission occurring at or prior to such eventthereof.

Director Indemnification. As promptly as reasonably practicable following the request of any director designated pursuant to Section 4.17.1, the Company shall enter into an indemnification agreement with the director, in the form entered into with the other members of the Company Board or, if not entered into by other members of the Company Board, a customary form. The Company shall pay the reasonable, documented and out-of-pocket expenses incurred by such director related to his or her service to the Company, including attending meetings of the Company Board or any Committee or sub-Committee thereof or events attended on behalf of the Company or any of its subsidiaries at the Company’s request. For so long as a director designated pursuant to Section 7.1 serves as a director of the Company, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any director designated pursuant to Section 4.1 7.1 as and to the extent consistent with applicable law, including but not limited to under the Company’s certificate of incorporation (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). The Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Company Board to be reasonable and customary and (ii) for so long as any director designated pursuant to Section 4.1 7.1 serves as a director of the Company Board, maintain such coverage with respect to such director; provided that upon removal or resignation of such director for any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event.