Common use of Directors and Officers Insurance; Indemnification Clause in Contracts

Directors and Officers Insurance; Indemnification. During the Employment Period, the Company shall maintain Executive as an insured party on directors' and officers' insurance maintained by the Company for the benefit of its directors and officers. Either through its directors and officers insurance policy and pursuant to the terms thereof or, if such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless against any liability, damage, cost or expense incurred in connection with the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason of his being or having been an officer or director of the Company or any affiliate of the Company, to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreement.

Directors and Officers Insurance; Indemnification. During (a) The Surviving Corporation shall, until the Employment Periodsixth (6th) anniversary of the Effective Time, cause to be maintained in effect the Company shall maintain Executive as an insured party on policies of directors' ’ and officers' ’ liability insurance maintained by the Company for or its Subsidiaries as of the benefit date hereof (or policies of its directors at least comparable coverage and amounts containing terms that are no less advantageous to the insured parties) with respect to claims arising from facts or events that occurred on or prior to the Effective Time, covering those Persons who are covered by the Company’s current directors’ and officers’ liability insurance policy. Either through In lieu of the purchase of such insurance by the Surviving Corporation, the Surviving Corporation may purchase a six (6) year “tail policy” under the Company’s existing directors’ and officers’ liability insurance coverage, and maintain such “tail policy” in full force and effect for its directors full term. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be obligated to expend any amount in excess of 150% per year of the last annual premium paid by the Company and its Subsidiaries prior to the date hereof for directors’ and officers liability insurance policy and in order to maintain or procure insurance coverage pursuant to this paragraph, and in the terms thereof or, if event that Parent or the Surviving Corporation would be required to expend an amount in excess of such maximum for such insurance is not availablecoverage, otherwisethey shall, instead, maintain the Company will maximum amount of coverage available within the premium limits set forth herein. (b) The Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold Executive harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any liabilityall claims, damagelosses, cost or expense liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with the defense of any claim, action, suit suit, proceeding or proceeding investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to which Executive is a party, or threat thereof, by reason of his being or having been the fact that the Indemnified Party was an officer or director of the Company or any affiliate of its Subsidiaries prior to and including the Effective Time, including without limitation any such liability arising out of the CompanyParent’s Form S-4 filed in connection with the Merger to the extent such liability solely relates to information about Parent, to the fullest extent permitted under the FBCA for officers and directors of Florida corporations. Each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from the Surviving Corporation; provided that any person to whom expenses are advanced provides an undertaking, to the extent permitted required by applicable law; providedthe FBCA, howeverto repay such advances if it is ultimately determined that such person is not entitled to indemnification hereunder. (c) Until the sixth (6th) anniversary of the Effective Time, that this indemnity the Articles of Incorporation and Bylaws of the Surviving Corporation shall not apply if Executive is determined by a court contain, and Parent shall cause the Articles of competent jurisdiction Incorporation and Bylaws of the Surviving Corporation to have acted against the interests contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive and its Subsidiaries than are presently set forth in the Articles of notice Incorporation and Bylaws of the commencement Company. (d) Until the sixth (6th) anniversary of any action (including any governmental action) or threat thereofthe Effective Time, Executive shall, if a claim covered by this Section 12(1) is Parent shall cause the Surviving Corporation to be made or is threatened against Executive, deliver to fulfill and honor in all respects the obligations of the Company a written notice of the commencement or threat thereof and the Company shall have the right pursuant to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by any indemnification agreements between the Company and approved by Executive (whose approval the Indemnified Parties. Parent shall not be unreasonably withheld); providedpay all expenses, howeverincluding reasonable attorneys’ fees, that Executive (together with all other indemnified parties which may be represented without conflict incurred by one counselthe persons referred to in this Section 6.10 in connection with their enforcement of their rights provided in this Section 6.10. (e) shall have the right to retain one separate counsel, with the fees and expenses The provisions of this Section 6.10 are intended to be paid in addition to the rights otherwise available to the current officers and directors of the Company by the CompanyLaw, ifarticles, bylaw or agreement, and only ifshall operate for the benefit of, representation of Executive by the counsel retained by the Company would and shall be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time enforceable by, each of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1)Indemnified Parties, if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreementtheir heirs and their representatives.

Directors and Officers Insurance; Indemnification. (a) During the Employment PeriodTerm, the Company shall maintain Executive as an insured party on directors' and officers' insurance maintained by the Company keep in force for the benefit of its directors and officers. Either through its Employee coverage under a directors and officers liability insurance policy policy, such coverage to be at a level no less than that maintained for substantially all of the executive officers of the Company and pursuant substantially all of the members of the board of directors of Company (during any period that the Employee is a member of the board of directors of Company). (b) The Company shall indemnify Employee, to the terms thereof or, if such insurance is not available, otherwise, maximum extent permitted under applicable law and as set forth in the applicable organizational instruments governing the Company will indemnify (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to time)), against all liabilities, losses, damages, costs, charges, and hold Executive harmless against any liabilityexpenses (collectively, damage, cost “Losses”) incurred or expense incurred sustained by Employee in connection with the defense of any claim, action, suit suit, or proceeding to which Executive is Employee may be made a party, brought directly or threat thereofderivatively by any third party by reason of any act or omission by Employee as a director or officer of the Company; provided that, Employee shall be liable for (and shall not be entitled to indemnification for) any such losses incurred by reason of his being gross negligence, willful misconduct, or having been an officer or director breach of the Company or any affiliate duty of the Companyloyalty, unless and only to the extent permitted by applicable law; providedthat the court in which such claim, howeveraction, that this indemnity suit, or proceeding was brought shall not apply if Executive is have determined by a court upon application that, despite such adjudication but in consideration of competent jurisdiction to have acted against all the interests circumstances of the Company with gross negligencecase, gross misconduct, or gross malfeasanceEmployee is fairly and reasonably entitled to indemnity for such Losses that such court shall deem proper. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification Employee’s rights under this Section 12(1)11 shall be in addition to, if prejudicial not in lieu of, any other rights to indemnification that Employee may have under the Company's ability to defend such action’s organizational documents, shall relieve the Company of any liability to Executive under this Agreementapplicable law, or otherwise.

Directors and Officers Insurance; Indemnification. During (a) Parent will provide, until the Employment Periodsixth anniversary of the Closing Date, the directors and officers of the Company who are currently covered by the Company's existing insurance and indemnification policy an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy or, if substantially equivalent coverage is unavailable, the best available coverage; provided, that Parent shall maintain Executive as not be -------- required to pay an insured party on directors' and officers' insurance maintained annual premium for the D&O Insurance in excess of 200% of the last annual premium paid by the Company for the benefit of its directors and officers. Either through its directors and officers insurance policy and pursuant prior to the terms thereof ordate hereof, if but in such insurance is not available, otherwisecase shall purchase as much coverage as possible for such amount. (b) After the Effective Time, the Company will Surviving Corporation shall indemnify and hold Executive harmless against any liability, damage, cost or expense incurred in connection with the defense of any action, suit or proceeding to which Executive each person who is a partynow, or threat thereofhas been prior to the date hereof or who becomes prior to the Effective Time, by reason of his being or having been an officer or director of the Company or any affiliate of its subsidiaries (the Company"Indemnified Persons") against (i) all losses, to claims, damages, costs, expenses (including without limitation counsel fees and expenses), settlement payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, the extent permitted by applicable law; provided, however, fact that this indemnity shall not apply if Executive such person is determined by a court of competent jurisdiction to have acted against the interests or was an officer or director of the Company with gross negligenceor any of its subsidiaries, gross misconductwhether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or gross malfeasancearising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law or under the Surviving Corporation's certificate of incorporation or bylaws. Promptly after receipt by Executive Each Indemnified Person is intended to be a third party beneficiary of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made 4.11 and may specifically enforce its terms. This Section 4.11 shall not limit or is threatened against Executive, deliver to otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company certificate of any liability to Executive under this Agreementincorporation or bylaws.

Directors and Officers Insurance; Indemnification. During For a period of six years after the Employment Periodeffective time, Youku shall cause the Company shall surviving company to maintain Executive as an insured party on Tudou's existing policies of directors' and officers' liability insurance maintained by the Company for the benefit of its directors those persons who are covered by such policies at the effective time (or Youku may substitute therefor policies of at least the same coverage with respect to matters occurring prior to the effective time), to the extent that such liability insurance can be maintained at a cost to Youku not greater than 300 percent of the annual premium (such 300 percent threshold, the "Maximum Premium") for the Tudou directors' and officers. Either through its directors and officers ' liability insurance policy and pursuant to as of the terms thereof or, date of the Merger Agreement; provided that if such insurance is cannot availablebe so maintained or obtained at such costs, otherwiseYouku shall maintain or obtain as much of such insurance as can be so maintained or obtained at an annual premium amount not in excess of the Maximum Premium. Under the Merger Agreement, each of Youku and the Company surviving company agrees that, from and after the effective time, it will indemnify and hold Executive harmless each individual who at the effective time is, or at any time prior to the effective time was, a director or officer of Tudou or the Tudou Subsidiaries (the "Indemnified Parties") against any liabilitycosts or expenses (including reasonable attorneys' fees), damagejudgments, cost fines, losses, claims, damages or expense liabilities incurred in connection with the defense of any claim, action, suit suit, proceeding or proceeding investigation, whether civil, criminal, administrative or investigative, arising out of or related to which Executive is such Indemnified Parties' service as a partydirector or officer of Tudou or the Tudou Subsidiaries or services performed by such persons at the request of Tudou or the Tudou Subsidiaries at or prior to the effective time; provided that any such indemnification will be subject to any limitation imposed from time to time under applicable law. The memorandum and articles of association of the surviving company will contain provisions with respect to rights to indemnification, advancement of expenses and limitation on, or threat thereofexculpation from, by reason liabilities for acts and omissions that are at least as favorable to the directors, officers or employees of his being or having been an officer or director Tudou as those contained in the memorandum and articles of the Company or any affiliate association of the CompanyTudou as in effect on March 11, 2012, except to the extent permitted prohibited by the Cayman Companies Law or any other applicable law; provided, howeverwhich provisions will not be amended, repealed or otherwise modified for a period of six years from the effective time in any manner that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against would adversely affect the interests rights of the Company with gross negligenceIndemnified Parties, gross misconduct, or gross malfeasanceunless such modification is required by law. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver Prior to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable effective time of the commencement Merger, Youku shall organize a meeting of the Youku Board for the purpose of appointing to the Youku Board as a director (1) Xx. Xxxx Xxx Xxxx, who, subject to the paragraph below, shall be entitled to serve as a director on the Youku Board for a term of one year, and (2) Mr. Xxxxx Xxx, who, subject to the paragraph below, shall be entitled to serve as a director on the Youku Board until his resignation or threat the designation of his successor by GGV II Delaware L.L.C. The Youku Board shall cause any successor so designated by GGV II Delaware L.L.C. to be appointed to the Youku Board as a director. Notwithstanding anything in the preceding paragraph to the contrary, at such time after the effective time of the Merger as the Tudou Principal Shareholders beneficially own, in the aggregate, less than 5% of the total issued and outstanding Youku shares on a fully diluted basis for the first time, (1) all board representation rights discussed in the preceding paragraph shall immediately terminate and upon the request of the Youku Board, Xx. Xxxx Xxx Xxxx and/or Mr. Jixun Foo shall tender his respective resignation from the Youku Board and (2) Xxxxx may remove Xx. Xxxx and/or Mr. Xxx from the Youku Board pursuant to its then effective articles of association. The Merger Agreement provides that on or prior to the closing of the Merger, Tudou shall use reasonable best efforts to cause the nominee shareholders of each Tudou Subsidiary which is a variable interest entity to transfer all equity interests in each such variable interest entity to persons designated by Youku, free of any action third-party rights, claims or liens (except for which Executive seeks indemnification under this Section 12(1certain permitted liens), if prejudicial and revise certain variable interest entity agreements to reflect the change of the nominee shareholders of such variable interest entities. Xxxxx and Xxxxx have agreed to satisfy the equity transfer obligations by arranging for a person designated by Xxxxx to become the new controlling shareholder of Xxxx Xxxxxx, the principal consolidated affiliated entity of Tudou, without the existing shareholders of Xxxx Xxxxxx transferring any interest in Quan Toodou prior to the Companyclosing of the Merger. Tudou and Xxxxx will effect this change of controlling shareholder by increasing the registered capital of Quan Toodou, thereby diluting the ownership interest in Quan Toodou of its current shareholders, and arranging for a person designated by Xxxxx to become the new controlling shareholder of Quan Toodou by subscribing for the increased registered capital. The capital increase and subscription by Xxxxx's ability designee will occur after Xxxxx and Xxxxx have each obtained shareholder approval at their respective AGMs but prior to defend such actioncompletion of the Merger. This capital increase of Quan Toodou will require registration with the corresponding local branch of the SAIC and is expected to take approximately two weeks to complete. The new controlling shareholder and the remaining shareholders of Xxxx Xxxxxx has agreed to execute new contractual arrangements with Reshuffle Technology prior to the closing of the Merger, including a business operations agreement, equity interest pledge agreement, power of attorney, exclusive technical and consulting services agreement, equity option agreement and loan agreement, which agreements will be in the same form as the contractual arrangements among 1Verge Internet and Youku's consolidated affiliated entities and their respective shareholders. The equity interest pledge will be registered with the local branch of the SAIC once the registration procedure for the capital increase is complete, which is estimated to take approximately five business days. Tudou shall relieve take all steps necessary and appropriate to cause the Company changes of directors, officers and governing documents for any liability of the Tudou Subsidiaries upon the reasonable request of Youku on or prior to Executive under the closing of the Merger. Furthermore, Xxxxx and Xxxxx have also agreed to arrange for a person designated by Xxxxx to become the new controlling shareholder of Beijing Tixian as soon as possible after the closing of the Merger. Beijing Tixian was established in January 2012 to develop Tudou's animation related business and has not been active since its inception. As this Agreemententity is not material to Xxxxx's existing core businesses, Youku and Tudou do not plan to change Beijing Tixian's shareholding structure prior to the closing of the Merger.

Directors and Officers Insurance; Indemnification. During (a) From and after the Employment PeriodClosing Date, the Company Purchasers shall maintain Executive as an insured party on directors' and officers' insurance maintained by ensure that no provision of the by-laws or other organizational documents of the Company (in effect as of the date hereof) relating to indemnification and exculpation from liability for the benefit of its directors and officers. Either through its directors and officers insurance policy and pursuant shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the terms thereof orClosing Date were directors or officers of the Company, if unless such insurance modification is not availablerequired by law and such individuals are notified promptly in writing of any such amendment, otherwiserepeal or other modification. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Company will indemnify Verizon Selling Shareholders and hold Executive harmless against their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any liability, damage, cost Losses resulting from or expense incurred in connection with the defense arising out of any actionclaim, suit action or proceeding brought against such Indemnified Party arising out of or relating to which Executive is a party, any acts or threat thereof, omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by reason of such Indemnified Party in his being or having been her capacity as an officer or director of the Company or any affiliate of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, to as an Affiliate of a shareholder of the extent permitted by applicable lawCompany or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this indemnity shall not apply if Executive is determined by a court Agreement at the Offer Price or out of competent jurisdiction the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to have acted against electing new members of the interests Board of Directors of the Company with gross negligencedesignated by the Purchasers, gross misconductSection 7.7, Section 7.10 and Section 7.16) or gross malfeasance. Promptly after receipt by Executive of notice (iv) the Losses for which indemnification is sought arise out of the commencement Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to plan for the benefit of employees of the Company a written notice or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the commencement Verizon Selling Shareholders or threat thereof and any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the Company shall have indemnification obligations of the right to participate inPurchasers, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (whose approval c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, 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, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be unreasonably withheldterminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, any termination or modification with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time consent of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1)Purchasers, if prejudicial to the Company's ability to defend such action, Verizon Selling Shareholders and Vodafone shall relieve the Company of any liability to Executive under this Agreementbe binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) During the Part-Time Employment PeriodTerm, the Company shall maintain Executive as an insured party on directors' and officers' insurance maintained by the Company keep in force for the benefit of its directors and officers. Either through its Employee coverage under a directors and officers liability insurance policy policy, with such coverage to be at a level no less than that maintained for other officers of the Company and pursuant the members of the Board. (b) The Company shall indemnify Employee, to the terms thereof or, if such insurance is not available, otherwise, maximum extent permitted under applicable law and as set forth in the applicable organizational instruments governing the Company will indemnify (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to time)), against all liabilities, losses, damages, costs, charges, fees (including, without limitation, attorneys’ fees), and hold Executive harmless against any liabilityexpenses (collectively, damage“Losses”) incurred, cost paid or expense incurred sustained by Employee in connection with the defense of any claim, action, suit suit, or proceeding to which Executive is Employee may be made a party, brought directly or threat thereof, derivatively by any third party by reason of his being any act or having been omission by Employee as a director, manager or officer of the Company; provided that, Employee shall be liable for (and shall not be entitled to indemnification for) any such Losses incurred by reason of her gross negligence, willful misconduct, or breach of the duty of loyalty, unless and only to the extent that the court in which such claim, action, suit, or proceeding was brought shall have determined upon application that, despite such adjudication but in consideration of all the circumstances of the case, Employee is fairly and reasonably entitled to indemnity for such Losses that such court shall deem proper. An act or omission taken with the approval of the Bankruptcy Court (a such term is defined in the Plan) or the Board, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. Employee’s rights under this Section 8 shall be in addition to, not in lieu of, any other rights to indemnification that Employee may have under the Plan, the Company’s organizational documents, applicable law, or otherwise, including, without limitation, from the Liquidation Trust as set forth in Section 5.3.11 of the Plan. Employee, as an officer or director Officer of the Company or any affiliate and as a Wind-Down Indemnified Party (as defined in the Plan), shall be entitled to indemnification as provided in Section 5.3.11 of the CompanyPlan, including rights to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court advancement of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreementindemnifiable expenses.

Directors and Officers Insurance; Indemnification. During the Employment Period(a) Buyer shall cause, at Seller's sole expense, the Company shall maintain Executive individuals serving as an insured party on officers and directors of Buyer immediately prior to the Effective Time (each, a "D&O Indemnified Party") to be covered for a period of five (5) years after the Effective Time by a directors' and officers' tail liability insurance maintained policy with terms consistent with the policy previously provided to Seller by Buyer (the Company for "D&O Policy"). (b) From and after the benefit Effective Time, Buyer covenants and agrees to honor and fulfill in all respects the obligations of its Buyer under applicable provisions of Florida law relating to indemnification of Buyer's directors and officers, under Buyer's articles of incorporation and by-laws of in effect as of the date hereof, and under any and all indemnification agreements in effect as of the date hereof between Buyer and any of its current or former directors or officers and any person who becomes a director or officer of Buyer prior to the Effective Time with respect to any matter arising out of, relating to, or in connection with any acts or omissions occurring or alleged to have occurred prior to the Effective Time, including those arising out of, resulting from or related to the Contemplated Transactions. Either through its Buyer further covenants and agrees that Buyer shall not take any action after the Effective Time to reduce or limit the rights to indemnification and limitation of liability relating to such directors and officers insurance policy so included in Buyer's articles of incorporation or by-laws or in any such indemnification agreements. (c) From and pursuant after the Effective Time, subject to Section 6.16(d), Seller shall indemnify, defend, and hold harmless the D&O Indemnified Parties against all Claims or Losses arising out of, resulting from or related to the terms thereof orContemplated Transactions, in which a D&O Indemnified Party is, or is threatened to be made, a party or witness arising out of the fact that such D&O Indemnified Party is or was a director or officer of Buyer prior to the Effective Time if such insurance Claim or Loss pertains to any matter of fact arising, existing or occurring at or before the Effective Time, regardless of whether such Claim or Loss is not availableasserted or claimed before, otherwiseor after, the Company will indemnify Effective Time. (d) Each D&O Indemnified Party shall deliver prompt written notice to Buyer and hold Executive harmless against Seller of any liabilityClaim or Loss of the type set forth in Section 6.16(c), damage, cost and Buyer shall provide prompt written notice to the insurer under the D&O Policy of such Claim or expense incurred Loss in connection accordance with the defense procedures set forth in the D&O Policy for matters reasonably expected to be covered under the D&O Policy. Seller shall promptly pay expenses (including reasonable attorneys' fees) in advance of the final disposition of any action, suit such Claim or proceeding Loss to which Executive is a party, or threat thereof, by reason of his being or having been an officer or director of the Company or any affiliate of the Company, each D&O Indemnified Party to the fullest extent permitted by applicable law; providedlaw in the event such expenses are not promptly advanced to such D&O Indemnified Party by either the applicable D&O Policy carrier(s) pursuant to the D&O Policy or Buyer under applicable provisions of Florida and federal law relating to indemnification, howeverpursuant to Buyer's articles of incorporation and by-laws, or pursuant to any indemnification agreement between Buyer and such D&O Indemnified Party. Seller shall also fully indemnify such D&O Indemnified Party under Section 6.16(c) in the event that the D&O Indemnified Party's liability incurred in respect of the Claim or Loss is not promptly and/or fully indemnified by either the applicable D&O Policy carrier(s) pursuant to the D&O Policy or Buyer under applicable provisions of Florida and federal law relating to indemnification, pursuant to Buyer's articles of incorporation and by-laws, or pursuant to any indemnification agreement between Buyer and such D&O Indemnified Party. Seller have no obligation to provide indemnification pursuant to this indemnity shall not apply if Executive is Section 6.16(c) in the event of willful misconduct or fraud by the D&O Indemnified Party as determined by a court of competent jurisdiction to have acted against final non-appealable judgment. Notwithstanding the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shallforegoing, if a claim covered any amounts paid to any D&O Indemnified Party by Seller under this Section 12(1) is 6.16 are later determined to be made covered and paid by the D&O Policy or is threatened against Executiveotherwise paid by Buyer, deliver to the Company a written notice of the commencement or threat thereof and the Company Seller shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected be reimbursed by the Company insurer under the D&O Policy, Buyer, or such D&O Indemnified Party, as applicable. (e) If Buyer or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and approved by Executive (whose approval shall not be unreasonably withheld); providedthe continuing or surviving corporation or entity of such consolidation or merger, however, that Executive or (together with all other indemnified parties which may be represented without conflict by one counselii) shall have transfer all or substantially all of its property and assets to any individual, corporation or other entity, then, in each such case, proper provision shall be made so that the right to retain one separate counsel, with successors and assigns of Buyer shall assume and fulfill the fees obligations set forth in Sections 6.16(a) and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1(b), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreement.

Directors and Officers Insurance; Indemnification. During the Employment Period, the Company shall maintain Executive as an insured party on directors' ’ and officers' ’ insurance maintained by the Company for the benefit of its directors and officers. Either through its directors and officers insurance policy and pursuant to the terms thereof or, if such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless against any liability, damage, cost or expense incurred in connection with the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason of his being or having been an officer or director of the Company or any affiliate of the Company, to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's ’s failure to deliver written notice to the Company within a reasonable time of the commencement commencement’ or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ’s ability to defend such action, shall relieve the Company of any liability to Executive under this Agreement.

Directors and Officers Insurance; Indemnification. (a) During the Part-Time Employment PeriodTerm, the Company shall maintain Executive as an insured party on directors' and officers' insurance maintained by the Company keep in force for the benefit of its directors and officers. Either through its Employee coverage under a directors and officers liability insurance policy policy, with such coverage to be at a level no less than that maintained for other officers of the Company and pursuant the members of the Board. (b) The Company shall indemnify Employee, to the terms thereof or, if such insurance is not available, otherwise, maximum extent permitted under applicable law and as set forth in the applicable organizational instruments governing the Company will indemnify (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to time)), against all liabilities, losses, damages, costs, charges, fees (including, without limitation, attorneys’ fees), and hold Executive harmless against any liabilityexpenses (collectively, damage“Losses”) incurred, cost paid or expense incurred sustained by Employee in connection with the defense of any claim, action, suit suit, or proceeding to which Executive is Employee may be made a party, brought directly or threat thereofderivatively by any third party by reason of any act or omission by Employee as a director, manager or officer of the Company; provided that, Employee shall be liable for (and shall not be entitled to indemnification for) any such Losses incurred by reason of his being gross negligence, willful misconduct, or having been breach of the duty of loyalty, unless and only to the extent that the court in which such claim, action, suit, or proceeding was brought shall have determined upon application that, despite such adjudication but in consideration of all the circumstances of the case, Employee is fairly and reasonably entitled to indemnity for such Losses that such court shall deem proper. An act or omission taken with the approval of the Bankruptcy Court (as such term is defined in the Plan) or the Board, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. Employee’s rights under this Section 8 shall be in addition to, not in lieu of, any other rights to indemnification that Employee may have under the Plan, the Company’s organizational documents, applicable law, or otherwise, including, without limitation, from the Liquidation Trust as set forth in Section 5.3.11 of the Plan. Employee, as an officer or director Officer of the Company or any affiliate and as a Wind-Down Indemnified Party (as defined in the Plan), shall be entitled to indemnification as provided in Section 5.3.11 of the CompanyPlan, including rights to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court advancement of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreementindemnifiable expenses.

Directors and Officers Insurance; Indemnification. During The Company will provide Employee director and officer liability insurance coverage in amounts, and on terms and conditions, no less favorable to Employee than the Employment Periodcoverage provided for any other present or former officer or director of the Company, until the earlier of (i) the sixth anniversary of the Termination Date or (ii) such time as the Company and its affiliates no longer maintain any policy of insurance covering errors or omissions by any of the Company's present or former officers or directors. The Company will, promptly upon written request and to the fullest extent legally permitted or authorized by the Company's certificate of incorporation, by-laws or Board resolutions or, if greater, by the laws of the State of Delaware, indemnify and hold harmless Employee in all pending or threatened actions, suits and proceedings, against him or threatened against him, whether civil, criminal, administrative, or investigative by reason of the fact that Employee was a director, officer, or agent of the Company, or was at the Company's request serving as a director, officer, employee or agent of another entity, against all costs, expenses, liabilities and losses (including, without limitation, judgments, interest, penalties, fines, ERISA excise taxes or penalties, attorneys' fees reasonably incurred, expenses of investigation reasonably incurred, and reasonable amounts paid to or to be paid in settlement) that are suffered or incurred by him in connection with any such pending or threatened action, suit or proceeding, and such indemnification shall inure to the benefit of Employee's heirs, executives and administrators. In addition, the Company shall maintain Executive as an insured party on directors' advance to Employee all costs and officers' insurance maintained expenses (including, without limitation, attorneys fees) reasonably incurred by the Company for the benefit of its directors and officers. Either through its directors and officers insurance policy and pursuant to the terms thereof or, if such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless against any liability, damage, cost or expense incurred him in connection with the defense of any such pending or threatened action, suit or proceeding to which Executive is a party, or threat thereof, within 20 days after receipt by reason of his being or having been an officer or director of the Company of a written request for advancement accompanied by (x) documentation reasonably evidencing the sums for which advancement is sought and (y) to the extent required by law, an undertaking by Employee to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Notwithstanding anything herein to the contrary, Employee shall not be entitled to indemnification if it is prohibited by Delaware General Corporation Law, and nothing in this Agreement shall limit or any affiliate reduce Employee's rights under Article XI of the Company, 's current Certificate of Incorporation (which Article relates to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheldindemnification); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreement.

Directors and Officers Insurance; Indemnification. During (a) Parent shall, or shall cause the Employment PeriodSurviving Corporation to, purchase a six (6) year extended reporting period endorsement (“reporting tail coverage”) with respect to the Company Company’s directors and officers liability insurance currently in effect, on terms no less favorable than the terms of such insurance currently in effect, and maintain such endorsement in full force and effect for its full term, provided that Parent shall maintain Executive as an insured party on directors' and officers' insurance maintained not be required to pay more than 175% of the aggregate premium paid by the Company and its Subsidiaries in the year ended December 31, 2006 for such reporting tail coverage, provided, further, should the benefit cost of its directors and officers. Either through its directors and officers insurance policy and pursuant to reporting tail coverage exceed such cap, Parent shall instead purchase the terms thereof or, if such insurance is not available, otherwise, maximum reporting tail coverage available for 175% of the aggregate premium paid by the Company will and its Subsidiaries in the year ended December 31, 2006. (b) Parent and the Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold Executive harmless harmless, with respect to claims or events existing or occurring at or prior to the Effective Time, each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company (the “Indemnified Parties”), against any liabilityall claims, damagelosses, cost or expense liabilities, damages, judgments, fines and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with the defense of any claim, action, suit, proceeding or investigation (including without limitation any claim, action, suit proceeding or proceeding investigation related to which Executive is a partythe Merger, this Agreement and the other transactions contemplated hereby), whether civil, criminal, administrative or threat thereofinvestigative, arising out of or by reason of his being the fact that the Indemnified Party is or having been an officer was a director, officer, employee or director of the Company or any affiliate agent of the Company, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for directors, officers, employees and agents of Delaware corporations. (c) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain, and Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company than are presently set forth in the Certificate of Incorporation and Bylaws of the Company, and such commitments will be included and maintained in the Certificate of Incorporation and Bylaws of the Surviving Corporation. (d) This Section 5.10 shall survive the consummation of the Merger, is intended to benefit the Company, the Surviving Corporation and each Person who on or prior to the Effective Time was a director, officer, employee or agent of the Company, and shall be binding on all successors and assigns of Parent and the Surviving Corporation, and shall be enforceable by each Person who on or prior to the Effective Time was a director, officer, employee or agent of the Company. If Parent or 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 continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.10 to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreement.

Directors and Officers Insurance; Indemnification. During (a) The Parent shall, or shall cause the Employment PeriodSurviving Corporation to, purchase a six (6) year extended reporting period endorsement (“reporting tail coverage”) with respect to the Company Company’s directors and officers liability insurance currently in effect, and maintain such endorsement in full force and effect for its full term, provided that Parent shall maintain Executive as an insured party on directors' and officers' insurance maintained not be required to pay more than 275% of the aggregate premium paid by the Company and its Subsidiaries in the year ended December 31, 2004 for such reporting tail coverage, provided, further, should the benefit cost of reporting tail coverage exceed such cap, Parent shall instead purchase the maximum reporting tail coverage available for 275% of the aggregate premium paid by the Company and its directors and officerssubsidiaries in the year ended December 31, 2004. Either through its directors and officers insurance policy and pursuant Parent may also request that Company purchase the forgoing coverage on Parent’s behalf prior to the terms thereof orEffective Time and Company shall cooperate with Parent in doing so. (b) Parent and the Surviving Corporation shall, if such insurance is not availableuntil the sixth (6th) anniversary of the Effective Time, otherwisejointly and severally, the Company will indemnify and hold Executive harmless harmless, with respect to claims or events existing or occurring at or prior to the Effective Time, each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any liabilityall claims, damagelosses, cost or expense liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with the defense of any claim, action, suit suit, proceeding or proceeding to which Executive is a partyinvestigation, whether civil, criminal, administrative or threat thereofinvestigative, arising out of or by reason of his being the fact that the Indemnified Party is or having been was an officer or director of the Company or any affiliate of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. (c) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain, and Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Certificate of Incorporation and Bylaws of the Company. (d) Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by the persons referred to in this Section 5.10 in connection with their enforcement of their rights provided in this Section 5.10. (e) The provisions of this Section are intended to be in addition to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction rights otherwise available to have acted against the interests current officers and directors of the Company with gross negligenceby Law, gross misconductcharter, bylaw or gross malfeasance. Promptly after receipt by Executive of notice agreement, and shall operate for the benefit of, and shall be enforceable by, each of the commencement of any action (including any governmental action) or threat thereofIndemnified Parties, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof their heirs and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreementtheir representatives.

Directors and Officers Insurance; Indemnification. During Qwest agrees for the Employment Periodbenefit of the Indemnified Persons that Qwest shall do the following: (a) For six years after the Effective Time, the Surviving Corporation and its Subsidiaries shall indemnify each person who is now, or has been at any time prior to the date of this Agreement, a director, officer, employee or agent of any of the Company and its Subsidiaries, and the successors and assigns of such person (individually, an "INDEMNIFIED PERSON" and, collectively the "INDEMNIFIED PERSONS"), to the same extent and in the same manner as is now provided in the respective articles of incorporation, certificates of incorporation, by-laws, operating agreements or limited partnership agreements, as applicable, of the Company and its Subsidiaries in effect on the date of this Agreement, with respect to any Loss whenever asserted or claimed (an "INDEMNIFIED LIABILITY"), based in whole or in part on, or arising before or after the Effective Time in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Qwest hereby MERGER AGREEMENT 58 64 guarantees the obligation of the Surviving Corporation provided for under this Section 8.2(a); provided, that the guarantee obligation of Qwest provided for in this Section 8.2(a) shall, in the aggregate, be limited to an amount equal to (1) the aggregate value of the consolidated assets of the Company and its consolidated Subsidiaries minus (2) the aggregate value of the consolidated liabilities of the Company and its consolidated Subsidiaries, each as reflected on the books and records of the Company as of the Closing Date. (b) Qwest shall cause the Surviving Corporation to maintain Executive as an insured party on in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries on the date of this Agreement; provided that (x) Qwest may substitute therefor policies providing coverage with respect to matters existing or occurring at or prior to the Effective Time (whether arising before or after the Effective Time) and containing terms and conditions that, taken as a whole, are no less advantageous to the persons covered by such current insurance policies and (y) if the aggregate annual premiums for such insurance at any time during such period shall exceed 200% of the per annum rate of premiums paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Qwest shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide the maximum coverage that shall then be available at an annual premium equal to 200% of such rate, and, in addition to the indemnification provided above in this Section 8.2(b), shall indemnify the Indemnified Persons for the benefit balance of its directors and officers. Either through its directors and officers insurance policy and pursuant to the terms thereof or, if such insurance is not available, otherwise, coverage on the Company will indemnify same terms and hold Executive harmless against any liability, damage, cost or expense incurred in connection with conditions as though Qwest were the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason of his being or having been an officer or director of the Company or any affiliate of the Company, to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. insurer under those policies. (c) Promptly after receipt by Executive an Indemnified Person of notice of the assertion (an "ASSERTION") of any claim or the commencement of any action against the person in respect of which indemnity or reimbursement may be sought hereunder against any of the Company, Qwest, the Surviving Corporation or their respective Subsidiaries (including collectively, "INDEMNITORS"), such Indemnified Person shall notify any governmental action) or threat thereofIndemnitor in writing of the Assertion, Executive shallbut the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Person hereunder except where such failure shall have materially prejudiced Indemnitor in defending against such Assertion. The Indemnitors shall be entitled to participate in and, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a extent the Indemnitors elect by written notice to such Indemnified Person within 30 days after receipt by any Indemnitor of notice of such Assertion, to assume the commencement or threat thereof defense of such Assertion, at their own expense, with counsel chosen by the Indemnitors and reasonably satisfactory to an Indemnified Person. Notwithstanding that the Company Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Person shall have the right to participate in, and, to in the extent ,the Company so desires to assume the investigation and defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counselthereof, with separate counsel chosen by such Indemnified Person, but in such event the fees and expenses to of such counsel shall be paid by the Companysuch Indemnified Person, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice except to the Company within a reasonable time extent that, in the opinion of counsel for the Indemnified Person, the Indemnified Person and the Indemnitor have conflicting interests in which case the Indemnitor shall pay the fees and expenses of such separate counsel; provided that, in connection with any Action or substantially similar actions in the same jurisdiction arising out of the commencement or threat same general allegations, the Indemnitors shall not be liable for fees and expenses of any action more than one separate firm of attorneys for all Indemnified Persons, which Executive seeks indemnification under this Section 12(1), if prejudicial firm shall be identified in writing to the Company's ability to defend such action, Indemnitors. No Indemnified Person shall relieve settle any Assertion without the Company prior written consent of any liability to Executive under this Agreement.Qwest nor shall Qwest settle

Directors and Officers Insurance; Indemnification. During (a) For a period of four (4) years from and after the Employment PeriodClosing Date, the Surviving Corporation agrees to indemnify (including advancement of expenses) and hold harmless all past and present officers and directors of the Company (the “Company Indemnified Persons”) to the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the Company’s organizational documents, employment agreements, indemnification agreements or under applicable Legal Requirements for acts or omissions which occurred at or prior to the Effective Time; provided, that such indemnification shall be subject to limitations imposed from time to time under applicable Legal Requirements. The Surviving Corporation’s certificate of incorporation and bylaws shall contain provisions with respect to indemnification and exculpation that are at least as favorable to the past and present officers and directors of the Company as those provisions contained in the organizational documents in effect on the date hereof, and such provisions shall not be amended, repealed or otherwise modified for a period of four (4) years in any manner that would adversely affect the rights of the past and present officers and directors of the Company. (b) For a period of four (4) years from and after the Closing Date, the Surviving Corporation agrees to indemnify (including advancement of expenses) and hold harmless Purchaser, all past and present officers and directors of Purchaser, AFH Advisory, all Affiliates of AFH Advisory and all past and present officers and directors of AFH Advisory (the “Purchaser Indemnified Persons”) for all acts taken by the Company and all failures of the Company to act, when the Company was required to act under applicable Legal Requirements, prior to the Effective Time. The acts taken by the Company and the failures of the Company to act, when the Company was required to act under applicable Legal Requirements, prior to the Effective Time shall not be treated as the acts or omissions of Purchaser, any past or present officers or directors of Purchaser, AFH Advisory, any Affiliates of AFH Advisory or any past or present officers or directors of AFH Advisory. (c) Prior to the Effective Time, the Company shall maintain Executive as an insured party on obtain and fully pay the premium for directors' ’ and officers' ’ liability insurance maintained by policies, in each case for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company for the benefit of its directors and officers. Either through its directors and officers insurance policy and pursuant to the terms thereof or, if such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless against any liability, damage, cost or expense incurred in connection with the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason of his being him or having been an officer her serving in such capacity that existed or director of occurred at or prior to the Effective Time; provided, that the Company shall give Purchaser a reasonable opportunity to participate in the selection of such tail policy and the Company shall give reasonable and good faith consideration to any comments made by Purchaser with respect thereto. (d) If Purchaser, the Surviving Corporation or any affiliate of their successors or assigns (i) consolidates with or merges into any other person and shall not be the Companycontinuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of their properties and assets to any person, then, and in each such case, to the extent permitted by applicable law; providednecessary, howeverproper provision shall be made so that the successors and assigns of Purchaser or the Surviving Corporation, that as the case may be, shall assume the obligations set forth in this indemnity Section 5.8. (e) The provisions of this Section 5.8 are intended for the benefit of, and shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests be enforceable by, all past and present officers and directors of the Company with gross negligence, gross misconduct, or gross malfeasanceand their heirs and representatives. Promptly after receipt by Executive The rights of notice all past and present officers and directors of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1)5.8 are in addition to, if prejudicial and not in substitution for, any other rights to the Company's ability to defend indemnification or contribution that any such actionperson may have by contract, shall relieve the Company of any liability to Executive under this Agreementapplicable Legal Requirements or otherwise.

Directors and Officers Insurance; Indemnification. During XxXxxx agrees that for the Employment Periodentire period from the Effective Time until at least six (6) years after the Effective Time, (a) XxXxxx will cause the Company shall Surviving Corporation to maintain Executive as an insured party on the Company's current directors' and officers' insurance maintained by and indemnification policy and related arrangements, if any, or an equivalent policy and related arrangements, subject in either case to terms and conditions no less advantageous to the Company for the benefit of its directors present and officers. Either through its former directors and officers insurance of the Company than those contained in the policy and pursuant arrangements in effect on the date hereof, for all present and former directors and officers of the Company, covering claims made and insurable events occurring prior to or within six (6) years after the Effective Time (provided that the Surviving Corporation will not be required to maintain such policy except to the terms thereof or, if extent that the aggregate annual cost of maintaining such insurance policy is not availablein excess of two hundred percent (200%) of the current annual cost, otherwisein which case the Surviving Corporation shall maintain such policies up to an annual cost of two hundred percent (200%) of the current annual cost); and (b) XxXxxx will cause the Surviving Corporation to maintain indemnification provisions, including, without limitation, provisions for expense advances, for present and former officers and directors in the Surviving Corporation's certificate of incorporation and bylaws to the fullest extent permitted by Iowa Law. In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit proceeding or investigation in which any of the present or former officers or directors (the "MANAGERS") of the Company is, or is threatened to be, made a party by reason of the fact that such Manager is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity, whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that the Company will shall indemnify and hold Executive harmless against any liabilityharmless, damage, cost or expense incurred in connection with and after the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason of his being or having been an officer or director Effective Time each of the Company Surviving Corporation and XxXxxx shall indemnify and hold harmless, as and to the full extent that the Surviving Corporation would be permitted by applicable Law (and as to matters arising from or any affiliate relating to this Merger Agreement and the possible change in control of the Company, to the full extent that XxXxxx would be permitted by under applicable lawLaw), each such Manager against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement in connection with any such claim, action, suit, proceeding or investigation; providedand in the event of any such claim, howeveraction, that this indemnity suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Managers may retain counsel satisfactory to them, and the Company, or the Surviving Corporation and XxXxxx after the Effective Time, shall not apply if Executive is determined by a court pay all reasonable fees and expenses of competent jurisdiction to have acted against such counsel for the interests Managers promptly as statements therefor are received whether before or after final determination of the Company with gross negligencematter, gross misconductand (ii) the Company, or gross malfeasance. Promptly the Surviving Corporation and XxXxxx after receipt by Executive of notice of the commencement Effective Time, will use their respective reasonable best efforts to assist in the vigorous defense of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to such matter; PROVIDED that neither the Company a nor the Surviving Corporation or XxXxxx shall be liable for any settlement effected without its prior written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive consent (whose approval which consent shall not be unreasonably withheld); providedand PROVIDED FURTHER that the Company's, howeverthe Surviving Corporation's and XxXxxx'x obligations hereunder shall only be reduced or relieved when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that Executive (together with all other indemnified parties which may be represented without conflict indemnification of such Manager in the manner contemplated is prohibited by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreementapplicable Law.

Directors and Officers Insurance; Indemnification. (a) During the Part-Time Employment PeriodTerm, the Company shall maintain Executive as an insured party on directors' and officers' insurance maintained by the Company keep in force for the benefit of its directors and officers. Either through its Employee coverage under a directors and officers liability insurance policy policy, with such coverage to be at a level no less than that maintained for other officers of the Company and pursuant the members of the Board. (b) The Company shall indemnify Employee, to the terms thereof or, if such insurance is not available, otherwise, maximum extent permitted under applicable law and as set forth in the applicable organizational instruments governing the Company will indemnify (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to time)), against all liabilities, losses, damages, costs, charges, fees (including, without limitation, attorneys’ fees), and hold Executive harmless against any liabilityexpenses (collectively, damage“Losses”) incurred, cost paid or expense incurred sustained by Employee in connection with the defense of any claim, action, suit suit, or proceeding to which Executive is Employee may be made a party, brought directly or threat thereofderivatively by any third party by reason of any act or omission by Employee as a director, manager or officer of the Company; provided that, Employee shall be liable for (and shall not be entitled to indemnification for) any such Losses incurred by reason of his being gross negligence, willful misconduct, or having been breach of the duty of loyalty, unless and only to the extent that the court in which such claim, action, suit, or proceeding was brought shall have determined upon application that, despite such adjudication but in consideration of all the circumstances of the case, Employee is fairly and reasonably entitled to indemnity for such Losses that such court shall deem proper. Employee’s rights under this Section 8 shall be in addition to, not in lieu of, any other rights to indemnification that Employee may have under the Plan, the Company’s organizational documents, applicable law, or otherwise. Employee, as an officer or director Officer of the Company or any affiliate and a member of the CompanyBoard, and as a Wind-Down Indemnified Party (as defined in the Plan), shall be entitled to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests indemnification as provided in Section 5.3.11 of the Company with gross negligencePlan, gross misconduct, or gross malfeasance. Promptly after receipt by Executive including rights to advancement of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreementindemnifiable expenses.

Directors and Officers Insurance; Indemnification. During (a) Parent shall negotiate (with the Employment Period, assistance of the Company shall maintain Executive as an insured party on directors' or its representative) and officers' purchase “tail” insurance maintained by coverage from the Company for the benefit of its directors and officers. Either through its Company’s existing directors and officers insurance policy and pursuant liability insurers, or from other insurers, that provides for a period of six (6) years that is substantially equivalent to the terms thereof orCompany’s existing directors and officers liability insurance program, or if such substantially equivalent insurance coverage is not available, otherwise, the best available coverage (“D&O Tail Coverage”); provided however that the aggregate cost for the purchase of such D&O Tail Coverage (for the entire six (6) year tail coverage period) shall not exceed more than 200% of the aggregate premium paid by the Company will and its Subsidiaries for the existing directors and officers liability insurance program, provided, further, that should the cost of D&O Tail Coverage exceed the 200% cap, Parent shall instead purchase the best available coverage for 200% of the aggregate premium paid by the Company and its Subsidiaries for the existing directors and officers liability insurance program. (b) Parent and the Surviving Company shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold Executive harmless harmless, with respect to claims or events existing or occurring at or prior to the Effective Time, each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any liabilityall claims, damagelosses, cost or expense liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with the defense of any claim, action, suit suit, proceeding or proceeding to which Executive is a partyinvestigation, whether civil, criminal, administrative or threat thereofinvestigative, arising out of or by reason of his being the fact that the Indemnified Party is or having been was an officer or director of the Company or any affiliate of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. (c) The Certificate of Formation and Operating Agreement shall contain, and Parent shall cause the Certificate of Formation and Operating Agreement to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Certificate of Incorporation and Bylaws of the Company, to and such commitments will be included and maintained in the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court Certificate of competent jurisdiction to have acted against the interests Incorporation and Bylaws of the Surviving Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if upon its conversion to a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreementcorporation.

Directors and Officers Insurance; Indemnification. During Qwest agrees for the Employment Periodbenefit of the Indemnified Persons that Qwest shall do the following: (a) For six years after the Effective Time, the Surviving Corporation and its Subsidiaries shall indemnify each person who is now, or has been at any time prior to the date of this Agreement, a director, officer, employee or agent of any of the Company and its Subsidiaries, and the successors and assigns of such person (individually, an "INDEMNIFIED PERSON" and, collectively the "INDEMNIFIED PERSONS"), to the same extent and in the same manner as is now provided in the respective articles of incorporation, certificates of incorporation, by-laws, operating agreements or limited partnership agreements, as applicable, of the Company and its Subsidiaries in effect on the date of this Agreement, with respect to any Loss whenever asserted or claimed (an "INDEMNIFIED LIABILITY"), based in whole or in part on, or arising before or after the Effective Time in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Qwest hereby guarantees the obligation of the Surviving Corporation provided for under this Section 8.2(a); provided, that the guarantee obligation of Qwest provided for in this Section 8.2(a) shall, in the aggregate, be limited to an amount equal to (1) the aggregate value of the consolidated assets of the Company and its consolidated Subsidiaries minus (2) the aggregate value of the consolidated liabilities of the Company and its consolidated Subsidiaries, each as reflected on the books and records of the Company as of the Closing Date. (b) Qwest shall cause the Surviving Corporation to maintain Executive as an insured party on in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company for and its Subsidiaries on the benefit date of its directors and officers. Either through its directors and officers insurance policy and pursuant this Agreement; provided that (x) Qwest may substitute therefor policies providing coverage with respect to matters existing or occurring at or prior to the Effective Time (whether arising before or after the Effective Time) and containing terms thereof orand conditions that, taken as a whole, are no less advantageous to the persons covered by such current insurance policies and (y) if the aggregate annual premiums for such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless against at any liability, damage, cost or expense incurred in connection with the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason of his being or having been an officer or director time during such period shall exceed 200% of the Company or any affiliate per annum rate of the Company, to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected premiums paid by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreement.its

Directors and Officers Insurance; Indemnification. During Acquiror agrees that for the Employment Periodentire period from the Effective Time until at least six (6) years after the Effective Time, (a) Acquiror will cause the Company shall Surviving Corporation to maintain Executive as an insured party on the Company's current directors' and officers' insurance maintained by and indemnification policy and related arrangements, or an equivalent policy and related arrangements, subject in either case to terms and conditions no less advantageous to the Company for the benefit of its directors present and officers. Either through its former directors and officers insurance of the Company than those contained in the policy and pursuant arrangements in effect on the date hereof, for all present and former directors and officers of the Company, covering claims made and insurable events occurring prior to or within six (6) years after the Effective Time (provided that the Surviving Corporation will not be required to maintain such policy except to the terms thereof or, if extent that the aggregate annual cost of maintaining such insurance policy is not availablein excess of two hundred percent (200%) of the current annual cost, otherwisein which case the Surviving Corporation shall maintain such policies up to an annual cost of two hundred percent (200%) of the current annual cost); and (b) Acquiror will cause the Surviving Corporation to maintain indemnification provisions for present and former officers and directors in the Surviving Corporation's certificate of incorporation and bylaws to the fullest extent permitted by Delaware Law. In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit proceeding or investigation in which any of the present or former officers or directors (the "Managers") of the Company is, or is threatened to be, made a party by reason of -------- the fact that such Manager is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity, whether before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that the Company will shall indemnify and hold Executive harmless against any liabilityharmless, damage, cost or expense incurred in connection with and after the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason of his being or having been an officer or director Effective Time each of the Company Surviving Corporation and Acquiror shall indemnify and hold harmless, as and to the full extent that the Surviving Corporation would be permitted by applicable Law (and as to matters arising from or any affiliate relating to this Merger Agreement and the possible change in control of the Company, to the full extent that Acquiror would be permitted by under applicable lawLaw), each such Manager against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement in connection with any such claim, action, suit, proceeding or investigation; providedand in the event of any such claim, howeveraction, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Managers may retain counsel satisfactory to them, and the Company, or the Surviving Corporation and Acquiror after the Effective Time, shall pay all reasonable fees and expenses of such counsel for the Managers promptly as statements therefor are received and (ii) the Company, or the Surviving Corporation and Acquiror after the Effective Time, will use their respective best efforts to assist in the vigorous defense of any such matter; provided that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the interests of neither the Company with gross negligence, gross misconduct, nor the Surviving Corporation or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of Acquiror shall be liable for any action settlement effected without its prior written consent (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval which consent shall not be unreasonably withheld); providedand provided further that the Company and the Surviving Corporation and Acquiror shall have only such obligation hereunder as is permitted by applicable Law to any Manager when and if a court of competent jurisdiction shall ultimately determine, howeverand such determination shall have become final and non-appealable, that Executive (together with all other indemnified parties which may be represented without conflict indemnification of such Manager in the manner contemplated is prohibited by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action, shall relieve the Company of any liability to Executive under this Agreementapplicable Law.

Directors and Officers Insurance; Indemnification. During (a) Holdings agrees that all rights to indemnification now existing or thereafter arising at or prior to Closing in favor of the Employment Periodpresent or former directors or officers of Holdings, together with such other directors of Holdings as may be acting as such prior to the Closing, as provided in its Certificate of Incorporation or Bylaws as in effect on the date thereof or pursuant to other agreements in effect on the date thereof (it being understood that between the date hereof and the Closing Date, Holdings shall enter into indemnification agreements in the form provided by the Primary Stockholders to Holdings prior to the date hereof with all persons who have served as directors or officers of Holdings or any Subsidiary at any time during 1997) shall survive the termination of this Agreement, the Company consummation of the transaction contemplated by this Agreement and the Closing, and continue in full force and effect until the expiration of the applicable statute of limitations periods, provided that, in the event any claim or claims are asserted or made within such period, all rights to indemnification in respect of any such claim or claims shall maintain Executive as an insured party on directors' continue until final disposition of any and officers' insurance maintained all such claims. (b) Holdings shall, regardless of whether the transactions contemplated by the Company for the benefit of its directors and officers. Either through its directors and officers insurance policy and pursuant to the terms thereof orthis Agreement are effected, if such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless to the fullest extent permitted under applicable law and under its Certificate of Incorporation, Bylaws and any other agreement in effect on the date hereof (and shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), all of the present and former officers and directors of Holdings and the Subsidiaries, such other officers and directors of Holdings and the Subsidiaries as may be acting as such prior to the Closing and all of the Stockholders (collectively, the "Indemnified Parties") against any liabilitycosts or expenses (including attorneys' fees), damagejudgments, cost or expense incurred fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission occurring with respect to the transactions contemplated by this Agreement (other than any of the above arising from the breach by such Indemnified Party of any representation, warranty or covenant contained in this Agreement, any Related Agreement or any Financing Assurance). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Closing), if Holdings has the financial capacity to pay all monies due under this Section 6.10 and such payment is not prohibited by compulsory legal process, Holdings shall have the right to assume the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason except that if Holdings elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which may raise conflicts of his being or having been an officer or director interest between Holdings and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Holdings shall pay all reasonable fees and expenses of such counsel for the Company or any affiliate of the CompanyIndemnified Parties promptly as statements therefor are received, to the extent permitted by applicable law; provided, however, that this indemnity Holdings shall pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest and provided, that Holdings shall not apply be liable for any settlement effected without its prior written consent, and provided further that Holdings shall not have any obligation hereunder to any Indemnified Party when and if Executive is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligenceshall ultimately determine, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company such determination shall have the right to participate in, and, to the extent ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall not be unreasonably withheld); provided, howeverbecome final, that Executive (together with all other indemnified parties which may be represented without conflict the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by one counsel) shall have the right applicable law. Any Indemnified Party wishing to retain one separate counsel, with the fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action for which Executive seeks claim indemnification under this Section 12(1)6.10, if prejudicial to the Company's ability to defend upon learning of any such claim, action, suit, proceeding or investigation, shall notify Holdings thereof, but the failure to so notify shall not relieve the Company Holdings of any liability it may have to Executive under this Agreement.such Indemnified Party if such failure does not Materially prejudice Holdings as the indemnifying