Common use of Indemnification and Insurance; Legal Expenses Clause in Contracts

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ attorney's fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall will be entitled to the protection of any insurance policies the Company shall may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries Subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement)Agreement or to the extent a result of a breach by Executive of his representations in Section 8). The Company covenants to maintain during the Term Employment Period for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ attorney's fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall will be entitled to the protection of any insurance policies the Company shall may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries Subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement)Agreement or to the extent a result of a breach by Executive of his representations in Section 8). The Company covenants to maintain during the Term Employment Period for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

Indemnification and Insurance; Legal Expenses. During Notwithstanding any other indemnification agreement between the Term Company and so long as the Executive has not breached any of his obligations set forth that may be in Sections 7 and 8effect from time to time, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ attorney's fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall will be entitled to the protection of any insurance policies the Company shall may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors directors and Officers Insurance providing customary benefits officers insurance with respect to acts or omissions during the Term; provided that the Board may elect to terminate directors and officers insurance for all officers and directors, including the Executive, if a majority of the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 6, 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he ). During the Term, the Executive shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“"Directors and Officers Insurance”") against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants Provided there is no non-de minimis incremental cost to maintain during the Term Company, for six years following the benefit Date of Termination the Executive (in his capacity as an officer and director of the Company) shall be entitled to continued coverage under Directors and Officers Insurance providing customary benefits no less favorable than that (if any) provided to any other present or former director or officer of the ExecutiveCompany.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive Employee to the fullest extent permitted by the laws of the State of Delawarelaw, as in effect at the time of the subject act or omission, and shall advance to the Executive Employee reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive Employee was not entitled to the reimbursement of such fees and expenses) ), and he shall the Employee will be entitled to the protection of any insurance policies that the Company shall may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term Employee's employment for the benefit of the Executive Employee (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the ExecutiveEmployee no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) ), and he shall the Executive will be entitled to the protection of any applicable insurance policies that the Company shall may elect to maintain generally for the benefit of certain of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any actionactions, suit suits or proceeding proceedings to which he may be made a party by reason of his being or having been a director, officer or employee Executive of the Company or any of its subsidiaries subsidiaries, or his serving or having served any other enterprise as a director, officer or employee Executive at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Executive shall indemnify the Company covenants to maintain during the Term for fullest extent permitted by the benefit law, and shall hold the Company harmless of and from any claims, demands, suits, causes of action, complaints, charges, damages, and awards of any kind which arise from or are related to any wrongful acts or malfeasance by the Executive which constitutes sexual harassment or embezzlement in violation of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executivelaw.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) ), and he shall the Executive will be entitled to the protection of any applicable insurance policies that the Company shall may elect to maintain generally for the benefit of certain of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any actionactions, suit suits or proceeding proceedings to which he may be made a party by reason of his being or having been a director, officer or employee Executive of the Company or any of its subsidiaries subsidiaries, or his serving or having served any other enterprise as a director, officer or employee Executive at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Executive shall indemnify the Company covenants to maintain during the Term for fullest extent permitted by the benefit law, and shall hold the Company harmless of and from any claims, demands, suits, causes of action, complaints, charges, damages, and awards of any kind which arise from or are related to any wrongful acts or malfeasance by the Executive which constitutes sexual harassment or embezzlement in violation of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executivelaw.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of DelawareOhio, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“"Directors and Officers Insurance”") against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the CompanyCompany or any of its subsidiaries) Directors and Officers Insurance providing customary benefits to the Executive.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ attorney’s fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) ), and he shall the Executive will be entitled to the protection of any insurance policies the Company shall may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) ), against all costs, charges and expenses incurred or sustained by him in connection with any action, suit suit, claim, dispute, controversy or proceeding to which he may be made a party by reason of his being or having been served the Company or any of its Subsidiaries as a director, officer officer, employee, advisor or employee consultant of the Company or any of its subsidiaries Subsidiaries or his serving or having served any other enterprise as a director, officer officer, employee, advisor or employee consultant at the request of the Company (other than any dispute, claim or controversy arising under or relating to this AgreementAgreement or to the extent the same is a result of a breach by the Executive of his representations in Section 11). The Company covenants to maintain during Directors and Officers Insurance providing customary benefits to the Term Executive for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors during and Officers Insurance providing customary benefits with respect to the ExecutiveEmployment Period and the Advisory Period.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ attorney's fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) ), and he shall the Executive will be entitled to the protection of any insurance policies the Company shall may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) ), against all costs, charges and expenses incurred or sustained by him in connection with any action, suit suit, claim, dispute, controversy or proceeding to which he may be made a party by reason of his being or having been served the Company or any of its Subsidiaries as a director, officer officer, employee, advisor or employee consultant of the Company or any of its subsidiaries Subsidiaries or his serving or having served any other enterprise as a director, officer officer, employee, advisor or employee consultant at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement)Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 8). The Company covenants to maintain during Directors and Officers Insurance providing customary benefits to the Term Executive for the benefit of the Executive (in his capacity as an officer advisor and consultant to, and a director of of, the Company) Directors during and Officers Insurance providing customary benefits with respect to the Executiveterm of this Agreement.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ attorney’s fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) ), and he shall the Executive will be entitled to the protection of any insurance policies the Company shall may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) ), against all costs, charges and expenses incurred or sustained by him in connection with any action, suit suit, claim, dispute, controversy or proceeding to which he may be made a party by reason of his being or having been served the Company or any of its Subsidiaries as a director, officer officer, employee, advisor or employee consultant of the Company or any of its subsidiaries Subsidiaries or his serving or having served any other enterprise as a director, officer officer, employee, advisor or employee consultant at the request of the Company (other than any dispute, claim or controversy arising under or relating to this AgreementAgreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9). The Company covenants to maintain during Directors and Officers Insurance providing customary benefits to the Term Executive for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors during and Officers Insurance providing customary benefits with respect to the ExecutiveEmployment Period.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company (a) The Companies shall indemnify the Executive Cohl and KSC to the fullest extent permitted by the laws of the State of Delawarelaw, as in effect at the time of the subject act or omission, and shall advance to Cohl and/or KSC (as the Executive case may be) reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from Cohl or KSC (as the Executive case may be) to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive Cohl or KSC was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) ), against all costs, charges and expenses (including reasonable attorney’s fees, whether incurred in an action between a Company and either Cohl or KSC, Cohl or KSC and a third party or otherwise) incurred or sustained by him or it in connection with any action, suit or proceeding to which he or it may be made a party by reason of his or its being or having been a director, officer officer, employee, agent or employee consultant of the Company Companies or any of its subsidiaries subsidiaries, or his serving or having served any other enterprise as a director, officer officer, employee, agent or employee consultant at the request of any of the Company Companies (other than any dispute, claim or controversy arising under or relating to this Agreement). The . (b) Each Company covenants will at all times maintain errors and omissions/ directors’ and officers’ liability insurance in type, scope and amount reasonably satisfactory to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the ExecutiveCohl.

Indemnification and Insurance; Legal Expenses. During the Term and so So long as the Executive has not been found by a Court to have breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of DelawareOhio, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“"Directors and Officers Insurance”") against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive, including tail and/or occurrence coverage.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his her obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him her in connection with any action, suit or proceeding to which he may be made a party by reason of his her being or having been a director, officer or employee of the Company or any of its subsidiaries or his her serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his her capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ attorney's fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall will be entitled to the protection of any insurance policies the Company shall may elect to maintain generally for the benefit of its directors and officers (“"Directors and Officers Insurance”") against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employment Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.Executive no less favorable, taken as a whole, than the benefits provided to the Executive by the Directors and

Indemnification and Insurance; Legal Expenses. (a) During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive. (b) The Company shall pay the Executive’s reasonable fees and costs incurred in connection with the preparation and negotiation of this Agreement, the Rollover Agreement and the Management Stockholders’ Agreement.

Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the The Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall will be entitled to the protection of any insurance policies the Company shall may elect to maintain generally for the benefit of its directors and officers (“"Directors and Officers Insurance”") against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employment Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.Executive no less favorable, taken as a whole, than the benefits provided to the Executive by the Directors and Officers Insurance maintained by the