Employer Indemnification; Director and Officer Insurance Coverage Sample Clauses

Employer Indemnification; Director and Officer Insurance Coverage. Subject to limitations imposed by law, Employer shall indemnify and hold harmless Employee to the fullest extent permitted by law from and against any and all claims, damages, expenses (including reasonable attorneys’ fees), judgments, penalties, fines, settlements, and all other liabilities (collectively, “Losses”) incurred or paid by Employee in connection with the investigation, defense, prosecution, settlement or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, an “Action”) and to which Employee was or is a party or is threatened to be made a party by reason of the fact that Employee is or was a director, officer or an employee of Employer, or by reason of anything done or not done by Employee in any such capacity or capacities, provided that Employee acted in good faith, in a manner that was not grossly negligent or constituted willful misconduct and in a manner Employee reasonably believed to be in or not opposed to the best interests of Employer, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Employee’s conduct was unlawful (and in all cases, in any manner as required by or in compliance with applicable law in order to receive such statutory indemnification). Expenses (including attorneys’ fees) incurred by Employee, as a present or former director or officer of Employer, in defending an Action by reason of the fact that Employee is or was a director, officer or an employee of Employer shall be paid by Employer in advance of the final disposition of such Action upon receipt of an undertaking by or on behalf of Employee to repay such amount if it shall ultimately be determined that Employee is not entitled to be indemnified by Employer as authorized by the relevant provisions of applicable law; provided, however, Employer shall not be required to advance such expenses to Employee (i) if Employee commences any Action as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors of Employer, or (ii) if Employee is a party to an action, suit, or proceeding approved by a majority of the Board of Directors of Employer and brought by Employer that alleges willful misappropriation of corporate assets by Employee, willful disclosure of confidential information in violation of Employee’s fiduciary or contractual obligations to Employer, or any other willful and deliberate breach in ...