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

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify Executive to the fullest extent permitted by applicable law (other than in connection with Executive’s gross negligence or willful misconduct), and shall pay, or reimburse Executive for, reasonable attorneys’ fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date (subject to an undertaking from Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive was not entitled to the reimbursement of such fees and expenses). During the Term and thereafter while liability exists, 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 her in connection with any action, suit or proceeding to which she may be made a party by reason of her being or having been a director, officer or employee of the Company or any of its Affiliates or her serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Executive shall, in all cases, be entitled to Directors and Officers Insurance coverage no less favorable than that (if any) then currently provided to any other present or former director or officer of the Company.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to the Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify the Executive to the fullest extent permitted by applicable law (other than in connection with the Executive’s gross negligence or willful misconduct), and shall pay, or reimburse advance to the Executive for, reasonable attorneys’ fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date 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). During the Term and thereafter while liability exists, 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), ; provided that the Executive shall, in all cases, be entitled to such Directors and Officers Insurance coverage no less favorable than that (if any) then currently provided to any other present or former director or officer of the Company.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executivethe Employee’s activities during the Term on behalf of the Company, its Affiliatesaffiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify Executive the Employee to the fullest extent permitted by applicable law (other than in connection with Executivethe Employee’s gross negligence or willful misconduct), and shall pay, or reimburse Executive for, advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date incurred (subject to an undertaking from Executive the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive the Employee was not entitled to the reimbursement of such fees and expenses). During the Term and thereafter while liability exists, Executive the Employee 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 her the Employee in connection with any action, suit or proceeding to which she the Employee may be made a party by reason of her the Employee being or having been a director, officer or employee of the Company or any of its Affiliates affiliates or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Executive the Employee shall, in all cases, be entitled to Directors and Officers Insurance coverage no less favorable than that (if any) then currently provided to any other present or former director director, manager or officer of the Company.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify Executive to the fullest extent permitted by applicable law (other than the laws of the State of Delaware, as in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse advance to Executive for, reasonable attorneys’ fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date incurred (subject to an undertaking from Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive was not entitled to the reimbursement of such fees and expenses). During the Term ) and thereafter while liability exists, Executive shall he 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that . The Company covenants to maintain during the Employment Period for the benefit of Executive shall, (in all cases, be entitled to his capacity as an officer and director of the Company) Directors and Officers Insurance coverage providing benefits to Executive no less favorable favorable, taken as a whole, than that (if any) then currently the benefits provided to any other present Executive by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including Executive, if the Board determines in good faith that such insurance is not available or former director or officer is available only at unreasonable expense. This Section 21 shall survive termination of the CompanyEmployment Period, the Consulting Period and any termination of this Agreement.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to the Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify the Executive to the fullest extent permitted by applicable law (other than in connection with the Executive’s gross negligence or willful misconduct), and shall pay, or reimburse advance to the Executive for, reasonable attorneys’ fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date 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). During the Term and thereafter while liability exists, 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), ; provided that the Executive shall, in all cases, be entitled to Directors and Officers Insurance coverage no less favorable than that (if any) then currently provided to any other present or former director or officer of the Company.

Indemnification and Insurance; Legal Expenses. (a) During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of Executive has not breached any of themhis obligations set forth in Sections 8 and 9, the Company shall indemnify the Executive to the fullest extent permitted by applicable law (other than the laws of the State of Delaware, as in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse advance to the Executive for, reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date 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). During the Term ) and thereafter while liability exists, Executive 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that . The Company covenants to maintain during the Term for the benefit of the Executive shall, (in all cases, be entitled to his capacity as an officer and director of the Company) Directors and Officers Insurance coverage no less favorable than 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 Option Plan, the Option Agreement that (if any) then currently provided pertains to any other present or former director or officer of Options granted under the Company.Option Plan and the Management Stockholders' Agreement. [signature page follows]

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify Executive the Employee to the fullest extent permitted by applicable law (other than law, in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse Executive for, advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurredincurred (subject, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of to the incurrence of the fees or expenses)extent required by applicable law, but in no event later than the Short-Term Deferral Date (subject to an undertaking from Executive the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive the Employee was not entitled to the reimbursement of such fees and expenses). During , and the Term and thereafter while liability exists, Executive shall 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries, or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Executive shall, . The Company covenants to maintain during the Employee’s employment for the benefit of the Employee (in all cases, be entitled to his capacity as an officer of the Company) Directors and Officers Insurance coverage providing benefits to the Employee no less favorable favorable, taken as a whole, than that (if any) then currently the benefits provided to any the other present or former director or officer similarly situated employees of the CompanyCompany by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not commercially available.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify Executive to the fullest extent permitted by applicable law (other than the laws of the State of Delaware, as in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse advance to Executive for, reasonable attorneys’ fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date incurred (subject to an undertaking from Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive was not entitled to the reimbursement of such fees and expenses). During the Term ) and thereafter while liability exists, Executive shall he 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that . The Company covenants to maintain during the Employment Period for the benefit of Executive shall, (in all cases, be entitled to his capacity as an officer of the Company) Directors and Officers Insurance coverage providing benefits to Executive no less favorable favorable, taken as a whole, than that (if any) then currently the benefits provided to any other present Executive by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including Executive, if the Board determines in good faith that such insurance is not available or former director or officer is available only at unreasonable expense. This Section 21 shall survive termination of the CompanyEmployment Period, the Consulting Period and any termination of this Agreement.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the (a) The Company shall indemnify the Executive to the fullest extent permitted by applicable law (other than the laws of the State of Delaware, as in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse advance to the Executive for, reasonable attorneys’ attorney's fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date arc 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). During the Term ) and thereafter while liability exists, Executive shall he 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having having, been a director, officer or employee of the Company or any of its Affiliates Subsidiaries or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Agreement or to the extent a result of a breach by Executive shall, of his representations in all cases, be entitled Section 8). The Company covenants to maintain during the Employment Period for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance coverage no less favorable than providing customary benefits to the Executive; provided, however, that (the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Executive, if any) then currently provided to any other present or former director or officer a majority of the Board (excluding employee directors) determines in good faith that such insurance is not available or is available only at unreasonable expense. (b) Company shall indemnify Executive for any claims brought against Executive in respect of the Management Certificate and. subject to the following sentence, shall, at the request of the Executive, advance reasonable legal fees for Executive's defense thereof. Company's obligation shall be conditioned upon Executive's written agreement to repay all of such fees if he should ultimately be found liable in connection with any such claim and further conditioned upon Executive's pledging his interest in the equity of the Company (pursuant to documents containing customary terms) as security for such repayment obligation, unless Executive demonstrates to tile reasonable satisfaction of the Board his ability to repay such amounts without such security interest. (c) After the Employment Period, each party to this Agreement shall bear its own costs and expenses in connection with any claim or action with respect to acts and omissions.

Indemnification and Insurance; Legal Expenses. (a) During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of Executive has not breached any of themhis obligations set forth in Sections 8 and 9, the Company shall indemnify the Executive to the fullest extent permitted by applicable law (other than the laws of the State of Delaware, as in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse advance to the Executive for, reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date 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). During the Term ) and thereafter while liability exists, Executive 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that . The Company covenants to maintain during the Term for the benefit of the Executive shall, (in all cases, be entitled to his capacity as an officer and director of the Company) Directors and Officers Insurance coverage no less favorable than 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 Option Plan, the Option Agreement that (if any) then currently provided pertains to any other present or former director or officer of Options granted under the CompanyOption Plan and the Management Stockholders' Agreement.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify the Executive to the fullest extent permitted by applicable law (other than the laws of the State of Delaware, as in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse advance to the Executive for, reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date 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). During , and the Term and thereafter while liability exists, Executive shall 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries, or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that . The Company covenants to maintain during the Executive's employment for the benefit of the Executive shall, (in all cases, be entitled to his capacity as an officer and director of the Company) Directors and Officers Insurance coverage providing benefits to the Executive no less favorable favorable, taken as a whole, than that (if any) then currently the benefits provided to any the other present or former director or officer senior executives of the CompanyCompany by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Executive, if 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 for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of themthereafter, the Company and Parent shall indemnify the Executive to the fullest extent permitted by applicable law (other than the laws of Delaware and Luxembourg, respectively, as in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse advance to the Executive for, reasonable attorneys’ fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date 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). During the Term ) and thereafter while liability exists, Executive shall be entitled to the protection of any insurance policies the Company and/or Parent shall elect to maintain generally for the benefit of its their respective directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by her Executive in connection with any dispute, claim, controversy, action, suit or proceeding to which she Executive may be made a party by reason (whether in whole or in part, to the fullest extent permitted by applicable law) of his or her being or having been a director, officer officer, employee or employee service provider of the Company or any of its Affiliates or his or her serving or having served any other enterprise or benefit plan as a director, officer, fiduciary employee or employee service provider at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). During the Term and thereafter, provided that the Company and/or Parent will maintain for the benefit of the Executive shall(in his or her capacity as an officer and/or director of the Company and Parent, in all cases, be entitled to as applicable) Directors and Officers Insurance coverage no less favorable than that (if any) then currently provided providing customary benefits to any other present or former director or officer the Executive. During the Term, the Company and Executive will in good faith review and agree upon the level of Directors and Officers Insurance in effect for the benefit of officers and directors. For the avoidance of doubt, this Section 21 shall survive indefinitely following the termination of the CompanyExecutive’s employment with the Company and its affiliates.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the (a) The Company shall indemnify Executive to the fullest extent permitted by applicable law (other than the laws of the State of Delaware, as in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse advance to the Executive for, reasonable attorneys’ attorney's fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date 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). During the Term ) and thereafter while liability exists, Executive shall he 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates Subsidiaries or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Agreement or to the extent a result of a breach by Executive shall, of his representations in all cases, be entitled Section 8). The Company covenants to maintain during the Employment Period for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance coverage no less favorable than providing customary benefits to the Executive; provided, however, that (the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Executive, if any) then currently provided to any other present or former director or officer a majority of the Board (excluding employee directors) determines in good faith that such insurance is not available or is available only at unreasonable expense. (b) Company shall indemnify Executive for any claims brought against Executive in respect of the Management Certificate and, subject to the following sentence, shall, at the request of the Executive, advance reasonable legal fees for Executive's defense thereof Company's obligation shall be conditioned upon Executive's written agreement to repay all of such fees if he should ultimately be found liable in connection with any such claim and further conditioned upon Executive's pledging his interest in the equity of the Company (pursuant to documents containing customary terms) as security for such repayment obligation, unless Executive demonstrates to the reasonable satisfaction of the Board his ability to repay such amounts without such security interest. (c) After the Employment Period, each party to this Agreement shall bear its own costs and expenses in connection with any claim or action with respect to acts and omissions-

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify Executive the Employee to the fullest extent permitted by applicable law (other than law, in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse Executive for, advance to the Employee reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date incurred (subject to an undertaking from Executive the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive the Employee was not entitled to the reimbursement of such fees and expenses). During , and the Term and thereafter while liability exists, Executive shall 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries, or her his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary 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 insurance during the Employee's employment for the benefit of the Employee (in his capacity as an officer and director of the Company) on a basis no less favorable, taken as a whole, than the insurance provided that Executive shall, in all cases, be entitled to the other similarly situated employees of the Company by the Directors and Officers Insurance coverage no less favorable than maintained by the Company on the date hereof, provided, however, that (the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if any) then currently provided to any other present the Board determines in good faith that such insurance is not available or former director or officer of the Companyis available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify Executive the Employee to the fullest extent permitted by applicable law (other than law, in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse Executive for, advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurredincurred (subject, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of to the incurrence of the fees or expenses)extent required by applicable law, but in no event later than the Short-Term Deferral Date (subject to an undertaking from Executive the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive the Employee was not entitled to the reimbursement of such fees and expenses). During , and the Term and thereafter while liability exists, Executive shall 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries, or her his serving or having served any other enterprise or benefit or equity plan as a director, officer, employee or fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Executive shall, in all cases, be entitled . The Company covenants to maintain during the Employee’s employment and for six (6) years thereafter for the benefit of the Employee Directors and Officers Insurance coverage providing benefits to the Employee no less favorable favorable, taken as a whole, than that (if any) then currently the benefits provided to any the other present or former similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof or, if greater, hereafter; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not commercially available. The foregoing shall not affect Employee’s right and with regard to indemnification and insurance coverage with regard to his prior service as a director or officer of the Company and other entities in the Company.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify Executive the Employee to the fullest extent permitted by applicable law (other than law, in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse Executive for, advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurredincurred (subject, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of to the incurrence of the fees or expenses)extent required by applicable law, but in no event later than the Short-Term Deferral Date (subject to an undertaking from Executive the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive the Employee was not entitled to the reimbursement of such fees and expenses). During , and the Term and thereafter while liability exists, Executive shall 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries, or her his serving or having served any other enterprise or benefit or equity plan as a director, officer, employee or fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Executive shall, in all cases, be entitled . The Company covenants to maintain during the Employee’s employment and for the six (6) years thereafter for the benefit of the Employee Directors and Officers Insurance coverage providing benefits to the Employee no less favorable favorable, taken as a whole, than that (if any) then currently the benefits provided to any the other present or former director or officer similarly situated employees of the CompanyCompany by the Directors and Officers Insurance maintained by the Company on the date hereof or, if greater, hereafter; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not commercially available. The foregoing shall not affect Employee’s right and with regard to indemnification and insurance coverage with regard to his prior service as a director of the Company and other entities in the Company Group.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify Executive the Employee to the fullest extent permitted by applicable law (other than law, in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse Executive for, advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurredincurred (subject, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of to the incurrence of the fees or expenses)extent required by applicable law, but in no event later than the Short-Term Deferral Date (subject to an undertaking from Executive the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive the Employee was not entitled to the reimbursement of such fees and expenses). During , and the Term and thereafter while liability exists, Executive shall 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries, or her his serving or having served any other enterprise or benefit or equity plan as a director, officer, ,employee or fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Executive shall, . The Company covenants to maintain during the Employee’s employment and for six (6) years thereafter for the benefit of the Employee (in all cases, be entitled to his capacity as an officer of the Company) Directors and Officers Insurance coverage providing benefits to the Employee no less favorable favorable, taken as a whole, than that (if any) then currently the benefits provided to any the other present or former director or officer similarly situated employees of the CompanyCompany by the Directors and Officers Insurance maintained by the Company on the date hereof or, if greater, hereafter; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not commercially available.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify Executive the Employee to the fullest extent permitted by applicable law (other than law, in connection with Executive’s gross negligence effect at the time of the subject act or willful misconduct)omission, and shall pay, or reimburse Executive for, advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurredincurred (subject, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of to the incurrence of the fees or expenses)extent required by applicable law, but in no event later than the Short-Term Deferral Date (subject to an undertaking from Executive the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive the Employee was not entitled to the reimbursement of such fees and expenses). During , and the Term and thereafter while liability exists, Executive shall 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 her him in connection with any action, suit or proceeding to which she he may be made a party by reason of her his being or having been a director, officer or employee of the Company or any of its Affiliates subsidiaries, or her his serving or having served any other enterprise or benefit or equity plan as a director, officer, employee or fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that Executive shall, . The Company covenants to maintain during the Employee’s employment and for six (6) years thereafter for the benefit of the Employee (in all cases, be entitled to his capacity as an officer of the Company) Directors and Officers Insurance coverage providing benefits to the Employee no less favorable favorable, taken as a whole, than that (if any) then currently the benefits provided to any the other present or former similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof or, if greater, hereafter; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not commercially available. The foregoing shall not affect Employee’s right to indemnification and insurance coverage with regard to his prior service as a director or officer of the Company and other entities in the Company.