Common use of Directors’ and Officers’ Liability Insurance and Indemnification Clause in Contracts

Directors’ and Officers’ Liability Insurance and Indemnification. (a) Contemporaneously with the Closing, the Bank may purchase an extended reporting period, not to exceed six (6) years, under the Bank’s existing directors’ and officers’ liability insurance policy for purposes of covering actions occurring prior to the Effective Time and neither Parent nor the Surviving Bank may cancel, modify or take any action to limit or terminate the coverage obtained pursuant to this section, unless it replaces such coverage with coverage provided by insurers having the same or better rating, coverage and aggregate limits. (b) For six (6) years after the Closing Date, and subject to the limitations contained in applicable federal regulations and any limitations contained in the Bank’s Articles of Association on the Closing Date, Parent shall cause the Surviving Bank to indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Bank (each, an “Indemnified Party”) against all losses, expenses, claims, damages, judgments, fines or liabilities arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the full extent then permitted by applicable law and the Bank’s Articles of Association in effect on the date of this Agreement, including provisions relating to the advancement of expenses. (c) This Section 5.6 shall survive the Closing in accordance with its terms, is intended to benefit each Indemnified Party (each of whom shall be entitled to enforce this Section 5.6 against the Surviving Bank or Parent, as the case may be) and shall be binding on all successors and assigns of the Surviving Bank and Parent. In the event Parent or the Surviving Bank or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Bank assume the obligations set forth in this Section 5.6.

Directors’ and Officers’ Liability Insurance and Indemnification. (a) Contemporaneously with the Closing, the Bank may Cedar Creek shall purchase an extended reporting period, not to exceed six (6) years, under the BankCedar Creek’s existing directors’ and officers’ liability insurance policy policy, for purposes of covering actions occurring prior to the Effective Time Time; provided, that the cost of such coverage may not exceed $10,000 (which shall be included as a transaction expense referred to in Section 13.2), and neither Parent nor the Surviving Bank FBC may not cancel, modify or take any action to limit or terminate the coverage obtained pursuant to this section, unless it replaces such coverage with coverage provided by insurers having the same or better rating, coverage and aggregate limits. (b) For six (6) three years after the Closing Effective Date, and subject to the limitations contained in applicable federal OTS and FDIC regulations and to any limitations contained in the Bank’s Articles of Association on the Closing Effective Date, Parent FBC shall cause the Surviving Bank Franklin to indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Bank (each, an “Indemnified Party”) against all losses, expenses, claims, damages, judgments, fines or liabilities arising out of actions or omissions occurring on or prior to the Effective Time Date (including, without limitation, the transactions contemplated by this Agreement) to the full extent then permitted under the TBCA and by applicable law and the BankFranklin’s Articles of Association Incorporation in effect on the date of this Agreement, including provisions relating to the advancement of expenses; provided, that no such Indemnified Party shall be entitled to indemnification under this Section 6.12 in respect of any event which constitutes a breach of this Agreement. (c) This Section 5.6 6.12 shall survive the Closing in accordance with its termsclosing of the transactions contemplated hereby for a period of three years, is intended to benefit each Indemnified Party (each of whom shall be entitled to enforce this Section 5.6 6.12 against the Surviving Bank Cedar Creek Companies or ParentFBC, as the case may be) and shall be binding on all successors and assigns of the Surviving Bank Cedar Creek Companies and ParentFBC. In the event Parent FBC or the Surviving Bank Cedar Creek Companies or any of their successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent FBC or the Surviving Bank Cedar Creek Companies assume the obligations set forth in this Section 5.66.12.

Directors’ and Officers’ Liability Insurance and Indemnification. (a) Contemporaneously with the Closing, the Bank may purchase an extended reporting period, not to exceed six (6) years, under the Bank’s existing directors’ and officers’ liability insurance policy for purposes For a period of covering actions occurring prior to the Effective Time and neither Parent nor the Surviving Bank may cancel, modify or take any action to limit or terminate the coverage obtained pursuant to this section, unless it replaces such coverage with coverage provided by insurers having the same or better rating, coverage and aggregate limits. (b) For six (6) years after the Closing DateEffective Time, CNB shall use its reasonable best efforts to cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by Pinnacle (provided that CNB may substitute therefor policies of comparable coverage with respect to claims arising from facts or events which occurred before the Effective Time); PROVIDED, HOWEVER, that in no event shall CNB be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Section 5.05(a), any amount per annum in excess of 150% of the amount of the annual premiums paid as of the date hereof by Pinnacle for such insurance (the "Maximum Amount"). If the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CNB shall use all reasonable efforts to maintain the most advantageous policies of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount. Notwithstanding the foregoing, prior to the Effective Time, CNB may request Pinnacle to, and subject Pinnacle shall, purchase insurance coverage, on such terms and conditions as shall be acceptable to CNB, extending for a period of six (6) years Pinnacle's directors' and officers' liability insurance coverage in effect as of the date hereof (covering past or future claims with respect to periods before the Effective Time) and such coverage shall satisfy CNB's obligations under this Section 5.05(a). (b) For the applicable statute of limitations contained in applicable federal regulations and any limitations contained in the Bank’s Articles of Association on the Closing Dateperiod, Parent CNB shall cause the Surviving Bank to indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Bank Pinnacle and its subsidiaries (each, an “"Indemnified Party”") against all losses, expenses, claims, damages, judgments, fines damages or liabilities arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement and the Pinnacle Option Agreement) to the full extent then permitted under the MBCA and by applicable law and the Bank’s Pinnacle's Articles of Association Incorporation as in effect on the date hereof (and, with respect to predecessors of this AgreementPinnacle, the applicable laws, articles of incorporation and bylaws pertaining thereto), including provisions relating to advances of expenses incurred in the advancement defense of expensesany action or suit. (c) This Section 5.6 Notwithstanding anything to the contrary, CNB shall survive acknowledge and assume, upon consummation of the Closing in accordance with its termsMerger, is intended the obligations of Pinnacle relating to benefit each Indemnified Party (each the subject matter of whom shall be entitled to enforce this Section 5.6 against the Surviving Bank or Parent, as the case may be) 5.05 with respect to its prior acquisitions of IFC and shall be binding on all successors and assigns of the Surviving Bank and Parent. In the event Parent or the Surviving Bank or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Bank assume the obligations set forth in this Section 5.6CBI.

Directors’ and Officers’ Liability Insurance and Indemnification. (a) Contemporaneously with the Closing, the Bank may purchase an extended reporting period, not to exceed six (6) years, under the Bank’s existing directors’ and officers’ liability insurance policy for purposes of covering actions occurring prior to the Effective Time and neither Parent nor Time; provided, that the Surviving Bank cost of such coverage shall be included as a transaction expense referred to in Section 16.1. FBC may not cancel, modify or take any action to limit or terminate the coverage obtained pursuant to this section, unless it replaces such coverage with coverage provided by insurers having the same or better rating, coverage and aggregate limits. (b) For six (6) three years after the Closing Effective Date, and subject to the limitations contained in applicable federal OTS and FDIC regulations and to any limitations contained in the Bank’s Articles of Association on the Closing Effective Date, Parent FBC shall cause the Surviving Bank Franklin to indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Bank (each, an “Indemnified Party”) against all losses, expenses, claims, damages, judgments, fines or liabilities arising out of actions or omissions occurring on or prior to the Effective Time Date (including, without limitation, the transactions contemplated by this Agreement) to the full extent then permitted by under applicable law and the Bankby Franklin’s Articles of Association Incorporation in effect on the date of this Agreement, including provisions relating to the advancement of expenses; provided, that no such Indemnified Party shall be entitled to indemnification under this Section 6.12 in respect of any event which constitutes a breach of this Agreement or in respect of which such Indemnified Party has received or is entitled to receive an improper personal benefit. (c) This Section 5.6 6.12 shall survive the Closing in accordance with its termsclosing of the transactions contemplated hereby for a period of three years, is intended to benefit each Indemnified Party (each of whom shall be entitled to enforce this Section 5.6 6.12 against the Surviving Bank or ParentFBC, as the case may be) and shall be binding on all successors and assigns of the Surviving Bank and ParentFBC. In the event Parent FBC or the Surviving Bank or any of their successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent FBC or the Surviving Bank assume the obligations set forth in this Section 5.66.12.