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

Directors and Officers Liability Insurance; Indemnification. The ----------------------------------------------------------- Company agrees that, notwithstanding a termination of Executive's employment with the Company, the Company shall, for at least three (3) years after the Date of Termination, use all reasonable efforts to have Executive included as a named insured or otherwise covered for actions or failures to act by Executive in his capacity as a director or officer of the Company to at least the same extent as other executive officers or directors, as the case may be, of the Company under any directors and officers liability insurance policies maintained by the Company; provided that the additional cost of providing coverage with a -------- retroactive date including Executive's period of service or with an extended reporting period or a combination of both does not materially increase the cost of the Company's directors and officers insurance. The Company agrees that it will not alter the indemnification provisions in its charter or by-laws so as to give Executive less protection thereunder with respect to periods during which Executive served the Company as an executive officer or other employee than is afforded to other executive officers or peer employees, as the case may be, with respect to periods during which they serve the Company.

Directors and Officers Liability Insurance; Indemnification. The ----------------------------------------------------------- Company agrees and the Subsidiary agree that, notwithstanding a termination Termination of Executive's employment with the CompanySubsidiary, the Company and the Subsidiary shall, for at least three (3) years after the Date of Termination, use all reasonable efforts to have Executive included as a named insured or otherwise covered for actions or failures to act by Executive in his capacity as a director or officer of the Company and the Subsidiary to at least the same extent as other executive officers or directors, as the case may be, of the Company and the Subsidiary under any directors and officers liability insurance policies maintained by the Company; provided that provided, that, the additional cost of providing coverage with a -------- retroactive date including Executive's period of service or with an extended reporting period or a combination of both does not materially increase the cost of the Company's directors and officers insurance. The Company agrees and the Subsidiary agree that it they will not alter the indemnification provisions in its charter or by-laws so as to give Executive less protection thereunder with respect to periods during which Executive serves or served the Company and the Subsidiary as an executive officer or other employee than as is afforded to other executive officers or peer employees, as the case may be, with respect to periods during which they serve the CompanyCompany or the Subsidiary.

Directors and Officers Liability Insurance; Indemnification. The ----------------------------------------------------------- Company agrees that, notwithstanding a termination Termination of Executive's employment with the Company, the Company shall, for at least three (3) years after the Date of Termination, use all reasonable efforts to have Executive included as a named insured or otherwise covered for actions or failures to act by Executive in his capacity as a director or officer of the Company to at least the same extent as other executive officers or directors, as the case may be, of the Company under any directors and officers liability insurance policies maintained by the Company; provided that the additional cost of providing coverage with a -------- ---- retroactive date including Executive's period of service or with an extended reporting period or a combination of both does not materially increase the cost of the Company's directors and officers insurance. The Company agrees that it will not alter the indemnification provisions in its charter or by-laws so as to give Executive less protection thereunder with respect to periods during which Executive served the Company as an executive officer or other employee than is afforded to other executive officers or peer employees, as the case may be, with respect to periods during which they serve the Company.

Directors and Officers Liability Insurance; Indemnification. The ----------------------------------------------------------- Company agrees that, notwithstanding a termination of Executive's employment with the Company, the Company shall, for at least three (3) years after the Date of Termination, use all reasonable efforts to have Executive included as a named insured or otherwise covered for actions or failures to act by Executive in his capacity as a director or officer of the Company to at least the same extent as other executive officers or directors, as the case may be, of the Company under any directors and officers liability insurance policies maintained by the Company; provided that -------- the additional cost of providing coverage with a -------- retroactive date including Executive's period of service or with an extended reporting period or a combination of both does not materially increase the cost of the Company's directors and officers insurance. The Company agrees that it will not alter the indemnification provisions in its charter or by-laws so as to give Executive less protection thereunder with respect to periods during which Executive served the Company as an executive officer or other employee than is afforded to other executive officers or peer employees, as the case may be, with respect to periods during which they serve the Company.