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

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact the Executive was or is employed by the Employer. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer and shall inure to the benefit of the Executive's heirs, executors and administrators. The Employer shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) calendar days after receipt by the Employer of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer agrees to maintain directors' and officers' liability insurance policies covering the Executive which shall provide him with coverage that is at least as favorable to the Executive as the coverage that Provident provides to its directors and officers from time to time. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer with respect to acts or omissions which occurred prior to his cessation of employment with the Employer. Insurance contemplated under this Section 10(b) shall inure to the benefit of the Executive's heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' ’ fees, expenses of investigation and preparation and fees and disbursements of the Executive's ’s accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact the Executive was or is employed by the Employer. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer and shall inure to the benefit of the Executive's ’s heirs, executors and administrators. The Employer shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) calendar days after receipt by the Employer of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer agrees to maintain directors' ’ and officers' ’ liability insurance policies covering the Executive which shall provide him with coverage that is at least as favorable to the Executive as the coverage that Provident provides to its directors and officers from time to time. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer with respect to acts or omissions which occurred prior to his cessation of employment with the Employer. Insurance contemplated under this Section 10(b) shall inure to the benefit of the Executive's ’s heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period Term and thereafter, the Employer Company and its affiliates shall each indemnify the Executive to the fullest extent permitted under the Company’s or any affiliate’s organizational and governing documents, or if greater, pursuant to applicable law from and against any expenses (including but not limited to attorneys' ’ fees, expenses of investigation and preparation and fees and disbursements of the Executive's ’s accountants or other experts, and expenses incurred to enforced this Section 9(m)), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or party, was or is involved (for example, as a witness) or is threatened to be made a party to, in any case, by reason of the fact the Executive was or is employed by the EmployerCompany or any of its affiliates or was performing services for the Company or any of its affiliates. Such indemnification shall continue as to the Executive during the Employment Period Term and for at least six (6) years from the Date date Executive’s employment terminates and in all events until the expiration of Termination the applicable statute of limitations with respect to acts or omissions which occurred prior to his her cessation of employment with the Employer Company and shall inure to the benefit of the Executive's ’s heirs, executors and administrators. The Employer shall advance to the Executive all costs Company and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) calendar days after receipt by the Employer of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer agrees its affiliates each agree to maintain directors' ’ and officers' ’ liability insurance policies covering Executive on a basis no less favorable than provided to any director or officer of the Executive Company, which shall provide him with coverage that is at least as favorable to the Executive as the coverage that Provident provides to its directors and officers from time to time. Such insurance coverage shall continue as to the Executive even if he she has ceased to be a director, member, employee or agent of the Employer Company or any affiliate with respect to acts or omissions which occurred prior to his cessation of employment with the Employersuch cessation. Insurance The insurance contemplated under this Section 10(b9(m) shall inure to the benefit of the Executive's ’s heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period Term and thereafter, the Employer Company and its affiliates shall each indemnify the Executive to the fullest extent permitted under the Company’s or any affiliate’s organizational and governing documents, or if greater, pursuant to applicable law from and against any expenses (including but not limited to attorneys' ’ fees, expenses of investigation and preparation and fees and disbursements of the Executive's ’s accountants or other experts, and expenses incurred to enforced this Section 9(m)), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or party, was or is involved (for example, as a witness) or is threatened to be made a party to, in any case, by reason of the fact the Executive was or is employed by the EmployerCompany or any of its affiliates or was performing services for the Company or any of its affiliates. Such indemnification shall continue as to the Executive during the Employment Period Term and for at least six (6) years from the Date date Executive’s employment terminates and in all events until the expiration of Termination the applicable statute of limitations with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Company and shall inure to the benefit of the Executive's ’s heirs, executors and administrators. The Employer shall advance to the Executive all costs Company and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) calendar days after receipt by the Employer of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer agrees its affiliates each agree to maintain directors' ’ and officers' ’ liability insurance policies covering Executive on a basis no less favorable than provided to any director or officer of the Executive Company, which shall provide him with coverage that is at least as favorable to the Executive as the coverage that Provident provides to its directors and officers from time to time. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Company or any affiliate with respect to acts or omissions which occurred prior to his cessation of employment with the Employersuch cessation. Insurance The insurance contemplated under this Section 10(b9(m) shall inure to the benefit of the Executive's ’s heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period Term and thereafter, the Employer Company and its affiliates shall each indemnify the Executive to the fullest extent permitted under the Company’s or any affiliate’s organizational and governing documents, or if greater, pursuant to applicable law from and against any expenses (including but not limited to attorneys' ’ fees, expenses of investigation and preparation and fees and disbursements of the Executive's ’s accountants or other experts, and expenses incurred to enforced this Section 9(m)), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or party, was or is involved (for example, as a witness) or is threatened to be made a party to, in any case, by reason of the fact the Executive was or is employed by the EmployerCompany or any of its affiliates or was performing services for the Company or any of its affiliates. Such indemnification shall continue as to the Executive during the Employment Period Term and for at least six (6) years from the Date date Executive’s employment terminates and in all events until the expiration of Termination the applicable statute of limitations with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Company and shall inure to the benefit of the Executive's ’s heirs, executors and administrators. The Employer shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) calendar days after receipt by the Employer of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer agrees Company each agree to maintain directors' ’ and officers' ’ liability insurance policies covering Executive on a basis no less favorable than provided to any director or officer of the Executive Company, which shall provide him with coverage that is at least as favorable to the Executive as the coverage that Provident provides to its directors and officers from time to time. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Company or any affiliate with respect to acts or omissions which occurred prior to his cessation of employment with the Employersuch cessation. Insurance The insurance contemplated under this Section 10(b9(m) shall inure to the benefit of the Executive's ’s heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer The Company shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact the Executive was or is employed by the EmployerCompany. Such indemnification is subject to: (i) the indemnifying party promptly receiving written notice that a claim or liability has been asserted or threatened ("Notice of Claim"); (ii) the indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or liability, the indemnified party may defend, settle and/or compromise any such claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in such defense at its own cost and expense. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) ten years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Company and shall inure to the benefit of the Executive's heirs, executors and administrators. The Employer Company shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) 20 calendar days after receipt by the Employer Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer Company agrees to continue and maintain directors' and officers' liability insurance policies covering the Executive which shall provide him with coverage that is at least as favorable to the Executive as extent that the Company provides such coverage that Provident provides to for its directors and officers from time to timeother executive officers. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Company with respect to acts or omissions which occurred prior to his cessation of employment with the EmployerCompany. Not withstanding the foregoing, however, if the Company shall cease to maintain directors' and officers' liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Executive may give the insurers notice of a claim under the termination directors' and officers' liability insurance policies. The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 10(b) shall inure to the benefit of the Executive's heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer The Company shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact the Executive was or is employed by the EmployerCompany. Such indemnification is subject to: (i) the indemnifying party promptly receiving written notice that a claim or liability has been asserted or threatened ("Notice of Claim"); (ii) the indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or liability, the indemnified party may defend, settle and/or compromise any such claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in such defense at its own cost and expense. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Company and shall inure to the benefit of the Executive's heirs, executors and administrators. The Employer Company shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) 20 calendar days after receipt by the Employer Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer Company agrees to continue and maintain directors' and officers' liability insurance policies covering the Executive which shall provide him with coverage that is at least as favorable to the Executive as extent that the Company provides such coverage that Provident provides to for its directors and officers from time to timeother executive officers. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Company with respect to acts or omissions which occurred prior to his cessation of employment with the EmployerCompany. Not withstanding the foregoing, however, if the Company shall cease to maintain directors' and officers' liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Executive may give the insurers notice of a claim under the termination directors' and officers' liability insurance policies. The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 10(b) shall inure to the benefit of the Executive's heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer The Company shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact the Executive was or is employed by the EmployerCompany. Such indemnification is subject to: (i) the indemnifying party promptly receiving written notice that a claim or liability has been asserted or threatened ("Notice of Claim"); (ii) the indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or liability, the indemnified party may defend, settle and/or compromise any such claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in such defense at its own cost and expense. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Company and shall inure to the benefit of the Executive's heirs, executors and administrators. The Employer Company shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) 20 calendar days after receipt by the Employer Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer Company agrees to continue and maintain directors' and officers' liability insurance policies covering the Executive which shall provide him with coverage that is at least as favorable to the Executive as extent that the Company provides such coverage that Provident provides to for its directors and officers from time to timeother executive officers. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Company with respect to acts or omissions which occurred prior to his cessation of employment with the EmployerCompany. Notwithstanding the foregoing, however, if the Company shall cease to maintain directors' and officers' liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Executive may give the insurers notice of a claim under the termination directors' and officers' liability insurance policies. The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 10(b) shall inure to the benefit of the Executive's heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer The Company shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact the Executive was or is employed by the EmployerCompany. Such indemnification is subject to: (i) the indemnifying party promptly receiving written notice that a claim or liability has been asserted or threatened ("Notice of Claim"); (ii) the indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or liability, the indemnified party may defend, settle and/or compromise any such claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in such defense at its own cost and expense. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Company and shall inure to the benefit of the Executive's heirs, executors and administrators. The Employer Company shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) 20 calendar days after receipt by the Employer Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer Company agrees to continue and maintain directors' and officers' liability insurance policies covering the Executive which shall provide him with coverage that is at least as favorable to the Executive as extent that the Company provides such coverage that Provident provides to for its directors and officers from time to timeother executive officers. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Company, with respect to acts or omissions which occurred prior to his cessation of employment with the EmployerCompany. Notwithstanding the foregoing, however, if the Company shall cease to maintain directors' and officers' liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Executive may give the insurers notice of a claim under the terminating directors' and officers' liability insurance policies. The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 10(b11(b) shall inure to the benefit of the Executive's heirs, executors and administratorslegal representatives or assigns.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer Partnership shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or party, was or is involved (for example, as a witness) or is threatened to be made a party to, by reason of the fact the Executive was or is employed by the EmployerPartnership or was performing services for any BreitBurn Entity. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Partnership and shall inure to the benefit of the Executive's heirs, executors and administrators. The Employer Partnership shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) calendar days after receipt by the Employer Partnership of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer Partnership agrees to maintain directors' and officers' liability insurance policies covering the Executive which shall provide him with coverage that is at least as on a basis no less favorable than provided to the Executive as the coverage that Provident provides to its directors and officers from time to time. Such insurance Peer Executives, which coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Partnership with respect to acts or omissions which occurred prior to his cessation of employment with the EmployerPartnership. Insurance contemplated under this Section 10(b) shall inure to the benefit of the Executive's heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer The Company shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' ’ fees, expenses of investigation and preparation and fees and disbursements of the Executive's ’s accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact the Executive was or is employed by the EmployerCompany. Such indemnification is subject to: (i) the indemnifying party promptly receiving written notice that a claim or liability has been asserted or threatened (“Notice of Claim”); (ii) the indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or liability, the indemnified party may defend, settle and/or compromise any such claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in such defense at its own cost and expense. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) ten years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Company and shall inure to the benefit of the Executive's ’s heirs, executors and administrators. The Employer Company shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) 20 calendar days after receipt by the Employer Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer Company agrees to continue and maintain directors' ’ and officers' ’ liability insurance policies covering the Executive which shall provide him with coverage that is at least as favorable to the Executive as extent that the Company provides such coverage that Provident provides to for its directors and officers from time to timeother executive officers. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Company with respect to acts or omissions which that occurred prior to his cessation of employment with the EmployerCompany. Not withstanding the foregoing, however, if the Company shall cease to maintain directors’ and officers’ liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Executive may give the insurers notice of a claim under the termination directors’ and officers’ liability insurance policies. The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 10(b11(b) shall inure to the benefit of the Executive's ’s heirs, executors and administrators.

Indemnification and Directors’ and Officers’ Insurance. (a) During the Employment Period and thereafter, the Employer Company shall indemnify the Executive to the fullest extent permitted under law from and against any expenses (including but not limited to attorneys' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any proceeding in which the Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact the Executive was or is employed by the EmployerCompany. Such indemnification is subject to: (i) the indemnifying party promptly receiving written notice that a claim or liability has been asserted or threatened ("Notice of Claim"); (ii) the indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or liability, the indemnified party may defend, settle and/or compromise any such claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in such defense at its own cost and expense. Such indemnification shall continue as to the Executive during the Employment Period and for at least six (6) ten years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Employer Company and shall inure to the benefit of the Executive's heirs, executors and administrators. The Employer Company shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within twenty (20) 20 calendar days after receipt by the Employer Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Employer Company agrees to continue and maintain directors' and officers' liability insurance policies covering the Executive which shall provide him with coverage that is at least as favorable to the Executive as extent that the Company provides such coverage that Provident provides to for its directors and officers from time to timeother executive officers. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Employer Company with respect to acts or omissions which occurred prior to his cessation of employment with the EmployerCompany. Notwithstanding the foregoing, however, if the Company shall cease to maintain directors' and officers' liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Executive may give the insurers notice of a claim under the terminating directors' and officers' liability insurance policies. The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 10(b) shall inure to the benefit of the Executive's heirs, executors and administrators.