Common use of Expenses Indemnification Procedure Clause in Contracts

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, Company shall advance all Expenses incurred by Employee. The advances to be made hereunder shall be paid by Company to Employee as soon as practicable but in any event no later than twenty days after written demand by Employee therefor to Company. (b) Employee shall, as a condition precedent to Employee's right to be indemnified under this Agreement, give Company notice in writing as soon as practicable of any Claim made against Employee for which indemnification will or could be sought under this Agreement. Notice to Company shall be directed to the Board of Directors of Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as Company shall designate in writing to Employee). In addition, Employee shall give Company such information and cooperation as it may reasonably require and as shall be within Employee's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions Advancement of this Agreement, Expenses. The Company shall advance all Expenses expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in Section 1(a) or Section 1(b) hereof (but not amounts actually paid in settlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee Indemnitee within twenty (20) days following receipt by the Company of a written request of the Indemnitee, but only if the Company has first received an undertaking (the "Undertaking"), substantially in the form attached hereto as soon as practicable but in Exhibit 1, by or on behalf of the Indemnitee to repay the amount of any event such advance if and to the extent that it shall ultimately be determined that the Indemnitee is not entitled to indemnification for such amount. The Undertaking shall be unsecured and shall bear no later than twenty days after written demand by Employee therefor interest and shall be accepted without reference to Companythe financial ability of the Indemnitee to make repayment. (b) Employee Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Employee's his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification is or will or could be sought under this Agreement. Notice to the Company shall be directed to the Board Chief Executive Officer of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three (3) business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within EmployeeIndemnitee's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement, or appeal of any civil or criminal action or proceeding referenced in Section 1(a) or (b) hereof. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than Indemnitee within twenty (20) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company. (b) Employee NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition precedent to Employee's his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement, provided, however, that a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. Notice to the Company shall be directed to the Board general counsel of Directors the Company and to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee's Indemnitee’s power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, The Company shall advance pay Indemnitee all Expenses incurred by Employee. The advances Indemnitee in connection with a Claim with respect to which Indemnitee is entitled to be made hereunder indemnified under Sections 1-2 above, on the date on which such amounts are first payable (“Time of Indebtedness”), and with respect to items mentioned in Section 1(ii) above, even prior to a court decision, provided, however, that such payments shall be paid made by the Company directly to Employee the Indemnitee’s legal or other applicable advisors, as soon as practicable but in any event no later than twenty fifteen (15) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company. . Any such payment shall be deemed to constitute indemnification hereunder. Advances given to cover legal expenses in criminal proceedings will be repaid by Indemnitee to the Company, if Ixxxxxxxxx is found guilty of a crime that requires proof of criminal intent (b) Employee shallmens rea). Other advances will be promptly repaid by Indemnitee to the Company if it is determined by the Company, as a condition precedent based on advice from its legal counsel, that Indemnitee is not entitled to Employee's right such payments. In the event that Indemnitee disputes the Company’s determination, Indemnitee’s obligation to be indemnified under this Agreement, give Company notice in writing as soon as practicable of any Claim made against Employee for which indemnification will or could be sought under this Agreement. Notice to repay the Company shall be directed postponed until such dispute is resolved in a manner that is final and unappealable. Indemnitee’s obligation to repay to the Board of Directors of Company at for any Expenses or other sums paid hereunder shall be deemed a loan given to Indemnitee by the address shown on the signature page of this Agreement and Company subject to the address minimum interest rate prescribed by Section 3(9) of each Director (the Income Tax Ordinance [New Version], 1961, or such any other address as Company shall designate in writing to Employee)legislation replacing it, which is not considered a taxable benefit. In addition, Employee shall give Company such information and cooperation as it may reasonably require and as shall be within Employee's power. (c) For purposes As part of this Agreementthe aforementioned undertaking, the determination of Company will make available to Indemnitee any Claim by judgment, order, settlement (whether with security or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption guarantee that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant Indemnitee may be required to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers post in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary an interim decision given by a court or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretionan arbitrator, including for the right to settle any claim against Employee without the consent purpose of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief substituting liens imposed on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlementIndemnitee’s assets.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, MANDATORY ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses reasonable expenses incurred by EmployeeIndemnitee (at the then prevailing rate for such legal services in the New York metropolitan area) in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in subsection l(a), 1(b) or l(c) of this Agreement (but not amounts actually paid in settlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than Indemnitee within twenty (20) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company.. Back to Contents (b) Employee NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition precedent to Employee's his right to be indemnified or be advanced expenses under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Board Chief Executive Officer of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within EmployeeIndemnitee's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions Advancement of this Agreement, Expenses. The Company shall advance all Expenses expenses (including attorneys’ fees) actually and reasonably incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in Section 1 (a) or (b) hereof (but not amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than twenty Indemnitee within thirty (30) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company. (b) Employee Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Employee's his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Board President of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxx, XX 00000 (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee's Indemnitee’s power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, the Company shall advance all Expenses incurred by EmployeeExecutive. The advances to be made hereunder shall be paid by the Company to Employee Executive as soon as practicable but in any event no later than twenty days after written demand by Employee Executive therefor to the Company. (b) Employee Executive shall, as a condition precedent to EmployeeExecutive's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Employee Executive for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Board of Directors of the Company at the address shown on the signature first page of this Agreement and to the address of each Director (or such other address as Company shall designate in writing to Employee)Agreement. In addition, Employee Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within EmployeeExecutive's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of [nolo contendere], or its equivalent, shall not create a presumption that Employee Executive did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 13.2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of EmployeeExecutive, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim with counsel approved by EmployeeExecutive, which approval shall not be unreasonably withheld, upon the delivery to Employee Executive of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee Executive and the retention of such counsel by the Company, the Company will not be liable to Employee Executive under this Agreement for any fees of counsel subsequently incurred by Employee Executive with respect to the same Claim; provided that, (i) Employee Executive shall have the right to employ EmployeeExecutive's counsel in any such Claim at EmployeeExecutive's expense and (ii) if (A) the employment of counsel by Employee Executive has been previously authorized by the Company, (B) Employee Executive shall have reasonably concluded that there is a conflict of interest between the Company and Employee Executive in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of EmployeeExecutive's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee Executive without the consent of Employee Executive so long as in the case of the settlement (i) the Company has the financial ability to satisfy any monetary obligation involving Employee Executive under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of EmployeeExecutive. In all events, Employee Executive will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions Advancement of this Agreement, Expenses. The Company shall advance all Expenses expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than Indemnitee within twenty (20) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company.. # (b) Employee Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Employee's her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chairman of the Board of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within EmployeeIndemnitee's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, Company shall advance all Expenses incurred by EmployeeExecutive. The advances to be made hereunder shall be paid by Company to Employee Executive as soon as practicable but in any event no later than twenty days after written demand by Employee Executive therefor to Company. (b) Employee Executive shall, as a condition precedent to EmployeeExecutive's right to be indemnified under this Agreement, give Company notice in writing as soon as practicable of any Claim made against Employee Executive for which indemnification will or could be sought under this Agreement. Notice to Company shall be directed to the Board of Directors of Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as Company shall designate in writing to EmployeeExecutive). In addition, Employee Executive shall give Company such information and cooperation as it may reasonably require and as shall be within EmployeeExecutive's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee Executive did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of EmployeeExecutive, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by EmployeeExecutive, which approval shall not be unreasonably withheld, upon the delivery to Employee Executive of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee Executive and the retention of such counsel by Company, Company will not be liable to Employee Executive under this Agreement for any fees of counsel subsequently incurred by Employee Executive with respect to the same Claim; provided that, (i) Employee Executive shall have the right to employ EmployeeExecutive's counsel in any such Claim at EmployeeExecutive's expense and (ii) if (A) the employment of counsel by Employee Executive has been previously authorized by Company, (B) Employee Executive shall have reasonably concluded that there is a conflict of interest between Company and Employee Executive in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of EmployeeExecutive's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee Executive without the consent of Employee Executive so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee Executive under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of EmployeeExecutive. In all events, Employee Executive will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, Company shall advance all Expenses incurred by EmployeeExecutive. The advances to be made hereunder shall be paid by Company to Employee Executive as soon as practicable but in any event no later than twenty days after written demand by Employee Executive therefor to Company. (b) Employee Executive shall, as a condition precedent to EmployeeExecutive's right to be indemnified under this Agreement, give Company notice in writing as soon as practicable of any Claim made against Employee Executive for which indemnification will or could be sought under this Agreement. Notice to Company shall be directed to the Board of Directors of Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as Company shall designate in writing to EmployeeExecutive). In addition, Employee Executive shall give Company such information and cooperation as it may reasonably require and as shall be within EmployeeExecutive's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee Executive did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b12.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of EmployeeExecutive, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by EmployeeExecutive, which approval shall not be unreasonably withheld, upon the delivery to Employee Executive of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee Executive and the retention of such counsel by Company, Company will not be liable to Employee Executive under this Agreement for any fees of counsel subsequently incurred by Employee Executive with respect to the same Claim; provided that, (i) Employee Executive shall have the right to employ EmployeeExecutive's counsel in any such Claim at EmployeeExecutive's expense and (ii) if (A) the employment of counsel by Employee Executive has been previously authorized by Company, (B) Employee Executive shall have reasonably concluded that there is a conflict of interest between Company and Employee Executive in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of EmployeeExecutive's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee Executive without the consent of Employee Executive so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee Executive under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of EmployeeExecutive. In all events, Employee Executive will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject The Company shall indemnify Xxxxxxx for the reasonable attorneys' fees and related expenses incurred in Xxxxxxx'x defense of the Action, as provided above, through direct payments to Xxxxxxx'x counsel, whom the parties acknowledge currently consist of Xxxxx & Xxxxx and/or Shook Hardy & Bacon, upon receipt of written request therefor by Xxxxxxx. Xxxxxxx has notified the Company that he wishes Xxxxx & Xxxxx to continue to assume the primary role in defending the Action, and to reduce or eliminate the role of Shook Hardy & Bacon. Company acknowledges that it is directly responsible for payment of said fees to Xxxxxxx'x counsel. Notwithstanding anything else contained in this Agreement or elsewhere to the contrary, the Company shall have no obligation to indemnify Xxxxxxx for any legal fees or related expenses incurred by Xxxxxxx to any law firm other terms than Xxxxx & Xxxxx or Xxxxx Xxxxx & Xxxxx, without the prior written consent of the Company. In the event that Xxxxxxx becomes a party to any Related Action, the Company shall indemnify Xxxxxxx for the reasonable attorneys' fees and conditions related expenses incurred in Xxxxxxx'x defense of the Related Action through direct payments to Xxxxxxx'x counsel, provided that such counsel has been approved by the Company, such approval not to be unreasonably withheld. It is the expectation of the Company that Xxxxxxx shall direct his counsel to contact the Company for its approval prior to incurring any attorneys' fees in connection with the defense of the Action. By so approving said legal services, the Company waives any claim that the services are not reasonable or otherwise covered by this Agreement, Company shall advance all Expenses incurred by Employee. The advances to be made hereunder shall be paid by Company to Employee as soon as practicable but in any event no later than twenty days after written demand by Employee therefor to Company. (b) Employee Xxxxxxx shall, as a condition precedent to Employee's his ongoing right to be indemnified under this Agreement, give keep the Company notice in writing as soon as practicable of any Claim made against Employee for which indemnification will or could be sought under this Agreement. Notice to Company shall be directed advised on all matters relating to the Board of Directors of Company at the address shown on the signature page of this Agreement Action or any Related Action, and shall respond (and cause his counsel to respond) to all reasonable requests for information related to the address of each Director (Action or any Related Action by such other address as Company shall designate in writing counsel, to Employee)the extent permitted by applicable confidentiality obligations. In addition, Employee shall give Company such information and cooperation as it may reasonably require and as shall be within Employee's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance extent appropriate, Xxxxxxx shall cooperate (and cause his counsel to cooperate) with the procedures set forth in the respective policies. Company shall thereafter take on all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect matters relating to the same Claim; provided thatAction or any Related Action including, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Companywithout limitation, (B) Employee shall have reasonably concluded ensuring that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlementindemnifiable hereunder are reasonable.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions Advancement of this Agreement, Expenses. The Company shall advance all Expenses expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than Indemnitee within twenty (20) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company.. # (b) Employee Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Employee's his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chairman of the Board of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within EmployeeIndemnitee's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, the Company shall advance all Expenses incurred by EmployeeExecutive. The advances to be made hereunder shall be paid by the Company to Employee Executive as soon as practicable but in any event no later than twenty days after written demand by Employee Executive therefor to the Company. (b) Employee Executive shall, as a condition precedent to EmployeeExecutive's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Employee Executive for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Board of Directors of the Company at the address shown on the signature first page of this Agreement and to the address of each Director (or such other address as Company shall designate in writing to Employee)Agreement. In addition, Employee Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within EmployeeExecutive's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of [nolo contendere], or its equivalent, shall not create a presumption that Employee Executive did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 13.2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of EmployeeExecutive, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim with counsel approved by EmployeeExecutive, which approval shall not be unreasonably withheld, upon the delivery to Employee Executive of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee Executive and the retention of such counsel by the Company, the Company will not be liable to Employee Executive under this Agreement for any fees of counsel subsequently incurred by Employee Executive with respect to the same Claim; provided that, (i) Employee Executive shall have the right to employ EmployeeExecutive's counsel in any such Claim at EmployeeExecutive's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.and

Expenses Indemnification Procedure. (a) Subject to The Corporation shall advance all reasonable Expenses incurred by Indemnitee (or that would be incurred in the other terms and conditions absence of this Agreement) upon the terms specified in this Agreement, Company shall advance all Expenses incurred subject to receipt by Employeethe Corporation of (i) a written affirmation of Indemnitee’s good faith belief that Indemnitee has met the relative standard of conduct described in the Act or that the proceeding involves conduct for which liability has been eliminated under a provision of the Corporation’s Articles of Organization, as authorized by the Act and (ii) Indemnitee’s written undertaking to repay such advances if it is determined he is not entitled to them. The advances to be made hereunder shall be paid by Company the Corporation to Employee the Indemnitee as soon as practicable but in any event no later than twenty ten (10) days after written demand by Employee such Indemnitee therefor to Companythe Corporation, subject to the Corporation receiving the written affirmation and written undertaking referred to in the preceding sentence. (b) Employee shall, as a condition precedent to Employee's right to be indemnified under this Agreement, give Company notice in writing as soon as practicable of any Claim made against Employee for which indemnification will or could be sought under this Agreement. Notice to Company shall be directed to the Board of Directors of Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as Company shall designate in writing to Employee). In addition, Employee shall give Company such information and cooperation as it may reasonably require and as shall be within Employee's power. (c) For purposes of this Agreement, the determination termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the body making an indemnification decision on behalf of the Corporation to have made a determination as to whether an Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by such body that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, shall be a defense to the Indemnitee’s Claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection with any determination by such body or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Corporation to establish that the Indemnitee is not so entitled. (dc) If, at the time of the receipt by Company the Corporation of a notice of a Claim pursuant to Section 13.2(bfrom Indemnitee the Corporation has D&O Insurance (as defined below) hereof, Company has liability insurance in effect which may cover such Claim, Company the Corporation shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company The Corporation shall thereafter take all necessary or desirable commercially reasonable action to cause such insurers to pay, on behalf of Employeeeach Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions Advancement of this Agreement, Expenses. The Company shall advance all Expenses expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than Indemnitee within twenty (20) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company. (b) Employee Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Employee's his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Board Chief Executive Officer of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee's Indemnitee’s power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement, or appeal of any civil or criminal action or proceeding referenced in Section 1(a) or (b) hereof. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than Indemnitee within twenty (20) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company. (b) Employee NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition precedent to Employee's his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement, provided, however, that a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. Notice to the Company shall be directed to the Board general counsel of Directors the Company and to the Chief Executive Officer of the Company (or if Indemnitee is acting as Chief Executive Officer, to the next highest ranking officer of the Company) at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail (with return receipt), properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee's Indemnitee’s power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. ​ (a) Subject to the other terms and conditions of this Agreement, ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement or appeal of any civil, criminal, administrative or investigative action, suit, proceeding or any alternative dispute resolution, or any hearing, inquiry or investigation referenced in Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such expenses advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than twenty Indemnitee within twenty-five (25) days after following delivery of a written demand request therefore by Employee therefor Indemnitee to the Company.. ​ (b) Employee NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition precedent to Employee's Xxxxxxxxxx’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Board Chief Executive Officer of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three (3) business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee's Indemnitee’s power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.​

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions Advancement of this Agreement, Expenses. The Company shall advance all Expenses Expenses, which shall include but not be limited to any expense, liability or loss, including reasonable attorney’s fees as determined by Company, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement incurred by Employeeany Indemnitee. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than twenty the Indemnitee within ten (10) days after written demand by Employee therefor to Company. (b) Employee shall, as a condition precedent to Employee's right to be indemnified under this Agreement, give Company notice in writing as soon as practicable of any Claim made against Employee for which indemnification will or could be sought under this Agreement. Notice to Company shall be directed to the Board of Directors of Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as Company shall designate in writing to Employee). In addition, Employee shall give Company such information and cooperation as it may reasonably require and as shall be within Employee's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 13.2(b) hereofstatement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary case of invoices in connection with legal services, any references to legal work performed or desirable action to expenditures made that would cause such insurers Indemnitee to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of waive any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved privilege accorded by Employee, which approval applicable law shall not be unreasonably withheldincluded with the statement) from time to time, upon the delivery whether prior to Employee or after final disposition of written notice of its election so to doany Proceeding. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee Indemnitee shall have the right to employ Employee's counsel advancement by the Company prior to the final adjudication of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee’s ability to repay and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shall, in any accordance with such Claim at Employee's expense and request (ii) if (A) the employment but without duplication of counsel by Employee has been previously authorized by Companyadvances made as described above), (Ba) Employee shall have reasonably concluded that there is a conflict pay such Expenses on behalf of interest between Company and Employee Indemnitee, (b) advance to Indemnitee funds in the conduct of any an amount sufficient to pay such defenseExpenses, or (Cc) Company shall not continue to retain reimburse Indemnitee for such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of CompanyExpenses. Company shall have the The right to conduct such defense as it sees fit advances under this section shall in its sole discretionall events continue until final disposition of any Proceeding, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlementappeal thereof.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, Company shall advance all Expenses incurred by EmployeeExecutive. The advances to be made hereunder shall be paid by Company to Employee Executive as soon as practicable but in any event no later than twenty days after written demand by Employee Executive therefor to Company. (b) Employee Executive shall, as a condition precedent to EmployeeExecutive's right to be indemnified under this Agreement, give Company notice in writing as soon as practicable of any Claim made against Employee Executive for which indemnification will or could be sought under this Agreement. Notice to Company shall be directed to the Board of Directors Chief Executive Officer or any director of Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as Company shall designate in writing to EmployeeExecutive). In addition, Employee Executive shall give Company such information and cooperation as it may reasonably require and as shall be within EmployeeExecutive's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee Executive did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of EmployeeExecutive, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by EmployeeExecutive, which approval shall not be unreasonably withheld, upon the delivery to Employee Executive of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee Executive and the retention of such counsel by Company, Company will not be liable to Employee Executive under this Agreement for any fees of counsel subsequently incurred by Employee Executive with respect to the same Claim; provided that, (i) Employee Executive shall have the right to employ EmployeeExecutive's counsel in any such Claim at EmployeeExecutive's expense and (ii) if (A) the employment of counsel by Employee Executive has been previously authorized by Company, (B) Employee Executive shall have reasonably concluded that there is a conflict of interest between Company and Employee Executive in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of EmployeeExecutive's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee Executive without the consent of Employee Executive so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee Executive under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of EmployeeExecutive. In all events, Employee Executive will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions Advancement of this Agreement, Expenses. The Company shall advance all Expenses expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than twenty Indemnitee within thirty (30) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company. (b) Employee Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Employee's his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Board President of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed, five business days if sent by airmail to a country outside of North America; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee's Indemnitee’s power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, The Company shall advance pay Indemnitee all Expenses incurred by Employee. The advances Indemnitee in connection with a Claim with respect to which Indemnitee is entitled to be made hereunder indemnified under Sections 1-2 above, on the date on which such amounts are first payable (“Time of Indebtness”), and with respect to items mentioned in Section 1(ii) above, even prior to a court decision, provided, however, that such payments shall be paid made by the Company directly to Employee the Indemnitee’s legal or other applicable advisors, as soon as practicable but in any event no later than twenty fifteen (15) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company. . Any such payment shall be deemed to constitute indemnification hereunder. Advances given to cover legal expenses in criminal proceedings will be repaid by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent (b) Employee shallmens rea). Other advances will be promptly repaid by Indemnitee to the Company if it is determined by the Company, as a condition precedent based on advice from its legal counsel, that Indemnitee is not entitled to Employee's right such payments. In the event that Indemnitee disputes the Company’s determination, Indemnitee’s obligation to be indemnified under this Agreement, give Company notice in writing as soon as practicable of any Claim made against Employee for which indemnification will or could be sought under this Agreement. Notice to repay the Company shall be directed postponed until such dispute is resolved in a manner that is final and unappealable. Indemnitee’s obligation to repay to the Board of Directors of Company at for any Expenses or other sums paid hereunder shall be deemed a loan given to Indemnitee by the address shown on the signature page of this Agreement and Company subject to the address minimum interest rate prescribed by Section 3(9) of each Director (the Income Tax Ordinance [New Version], 1961, or such any other address as Company shall designate in writing to Employee)legislation replacing it, which is not considered a taxable benefit. In addition, Employee shall give Company such information and cooperation as it may reasonably require and as shall be within Employee's power. (c) For purposes As part of this Agreementthe aforementioned undertaking, the determination of Company will make available to Indemnitee any Claim by judgment, order, settlement (whether with security or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption guarantee that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant Indemnitee may be required to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers post in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary an interim decision given by a court or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretionan arbitrator, including for the right to settle any claim against Employee without the consent purpose of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief substituting liens imposed on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlementIndemnitee’s assets.

Expenses Indemnification Procedure. (a) Subject to the other terms and conditions of this Agreement, ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses reasonable expenses incurred by EmployeeIndemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in subsection 1(a) or 1(b) of this Agreement (but not amounts actually paid in settlement of any such action or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Employee as soon as practicable but in any event no later than Indemnitee within twenty (20) days after following delivery of a written demand request therefor by Employee therefor Indemnitee to the Company. (b) Employee NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition precedent to Employee's his right to be indemnified or be advanced expenses under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Employee Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Board Chief Executive Officer of Directors of the Company at the address shown on the signature page of this Agreement and to the address of each Director (or such other address as the Company shall designate in writing to EmployeeIndemnitee). In addition, Employee Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within EmployeeIndemnitee's power. (c) For purposes of this Agreement, the determination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. (d) If, at the time of the receipt by Company of a notice of a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in effect which may cover such Claim, Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Employee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. (e) In the event Company shall be obligated hereunder to pay the Expenses of any Claim, Company shall be entitled to assume the defense of such Claim with counsel approved by Employee, which approval shall not be unreasonably withheld, upon the delivery to Employee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Employee and the retention of such counsel by Company, Company will not be liable to Employee under this Agreement for any fees of counsel subsequently incurred by Employee with respect to the same Claim; provided that, (i) Employee shall have the right to employ Employee's counsel in any such Claim at Employee's expense and (ii) if (A) the employment of counsel by Employee has been previously authorized by Company, (B) Employee shall have reasonably concluded that there is a conflict of interest between Company and Employee in the conduct of any such defense, or (C) Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Employee's counsel shall be at the expense of Company. Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Employee without the consent of Employee so long as in the case of the settlement (i) Company has the financial ability to satisfy any monetary obligation involving Employee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Employee. In all events, Employee will not unreasonably withhold its consent to any settlement.