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

Indemnification and Insurance; Legal Expenses. 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 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 the Executive will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as a director, officer, employee, advisor or consultant of the Company or any of its Subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor or consultant at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement 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 Directors and Officers Insurance providing customary benefits to the Executive for the benefit of the Executive (in his capacity as an officer and director of the Company) during and with respect to the Employment Period.

Indemnification and Insurance; Legal Expenses. 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 attorney’s 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 the Executive will be entitled to the protection of any insurance policies that the Company 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, claim, dispute, controversy suit or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant employee of the Company or any of its Subsidiaries subsidiaries, or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9Agreement). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to during the Executive Executive's employment for the benefit of the Executive (in his capacity as an officer and director of the Company) during Directors and with respect Officers Insurance providing benefits to the Employment PeriodExecutive no less favorable, taken as a whole, than the benefits provided to the other senior executives of the Company 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. 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 attorney’s 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 the Executive will be entitled to the protection of any applicable insurance policies that the Company 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, claim, dispute, controversy suits or proceeding proceedings to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant Executive of the Company or any of its Subsidiaries subsidiaries, or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant Executive at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or Agreement). The Executive shall indemnify the Company to the fullest extent permitted by the same is a result law, and shall hold the Company harmless of a breach 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 of his representations which constitutes sexual harassment or embezzlement in Section 9). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to the Executive for the benefit violation of the Executive (in his capacity as an officer and director of the Company) during and with respect to the Employment Periodlaw.

Indemnification and Insurance; Legal Expenses. 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 attorney’s 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 the Executive will be entitled to the protection of any applicable insurance policies that the Company 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, claim, dispute, controversy suits or proceeding proceedings to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant Executive of the Company or any of its Subsidiaries subsidiaries, or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant Executive at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or Agreement). The Executive shall indemnify the Company to the fullest extent permitted by the same is a result law, and shall hold the Company harmless of a breach 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 of his representations which constitutes sexual harassment or embezzlement in Section 9). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to the Executive for the benefit violation of the Executive (in his capacity as an officer and director of the Company) during and with respect to the Employment Periodlaw.

Indemnification and Insurance; Legal Expenses. (a) 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 attorney’s 's fees and expenses as such fees and expenses are 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), ) and the Executive he will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy suit or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as having, been a director, officer, employee, advisor officer or consultant employee of the Company or any of its Subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9)8). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to during the Executive Employment Period for the benefit of the Executive (in his capacity as an officer and director of the Company) during Directors and with respect Officers Insurance providing customary benefits to the Employment PeriodExecutive; provided, however, 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 (excluding employee directors) determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. 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 attorney’s 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 the Executive he will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy suit or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant employee of the Company or any of its Subsidiaries subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9Agreement). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to during the Executive Employment Period for the benefit of the Executive (in his capacity as an officer and director of the Company) during Directors and with respect Officers Insurance providing benefits to Executive no less favorable, taken as a whole, than the benefits provided to 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 is available only at unreasonable expense. This Section 21 shall survive termination of the Employment Period, the Consulting Period and any termination of this Agreement.

Indemnification and Insurance; Legal Expenses. 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 attorney’s '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 the Executive will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as a director, officer, employee, advisor or consultant of the Company or any of its Subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor or consultant at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9)8). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to the Executive for the benefit of the Executive (in his capacity as an officer advisor and consultant to, and a director of of, the Company) during and with respect to the Employment Periodterm of this Agreement.

Indemnification and Insurance; Legal Expenses. 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 attorney’s 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 the Executive he will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy suit or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant employee of the Company or any of its Subsidiaries subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9Agreement). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to during the Executive Employment Period for the benefit of the Executive (in his capacity as an officer and director of the Company) during Directors and with respect Officers Insurance providing benefits to Executive no less favorable, taken as a whole, than the benefits provided to 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 is available only at unreasonable expense. This Section 21 shall survive termination of the Employment Period, the Consulting Period and any termination of this Agreement.

Indemnification and Insurance; Legal Expenses. 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 attorney’s '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 the Executive he will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy suit or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant employee of the Company or any of its Subsidiaries subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9Agreement). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to during the Executive Employment Term for the benefit of the Executive (in his capacity as an officer and director of the Company) during Directors and with respect Officers Insurance providing benefits to the Employment Period.Executive no less favorable, taken as a whole, than the benefits provided to the Executive by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the

Indemnification and Insurance; Legal Expenses. (a) 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 attorney’s '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 the Executive he will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy suit or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant employee of the Company or any of its Subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9)8). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to during the Executive Employment Period for the benefit of the Executive (in his capacity as an officer and director of the Company) during Directors and with respect Officers Insurance providing customary benefits to the Employment PeriodExecutive; provided, however, 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 (excluding employee directors) determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. 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 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 the Executive will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as a director, officer, employee, advisor or consultant of the Company or any of its Subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor or consultant at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 911). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to the Executive for the benefit of the Executive (in his capacity as an officer and director of the Company) during and with respect to the Employment Period and the Advisory Period.

Indemnification and Insurance; Legal Expenses. 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 attorney’s 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 the Executive will be entitled to the protection of any insurance policies that the Company 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, claim, dispute, controversy suit or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant employee of the Company or any of its Subsidiaries subsidiaries, or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9Agreement). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to during the Executive Employment Term for the benefit of the Executive (in his capacity as an officer and director of the Company) during Directors and with respect Officers Insurance providing benefits to the Employment Period.Executive no less favorable, taken as a whole, than the benefits provided to the other senior executives of the Company 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

Indemnification and Insurance; Legal Expenses. 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 attorney’s 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 the Executive he will be entitled to the protection of any insurance policies the Company 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, claim, dispute, controversy suit or proceeding to which he may be made a party by reason of his being or having served the Company or any of its Subsidiaries as been a director, officer, employee, advisor officer or consultant employee of the Company or any of its Subsidiaries subsidiaries or his serving or having served any other enterprise as a director, officer, employee, advisor officer or consultant employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement or to the extent the same is a result of a breach by the Executive of his representations in Section 9Agreement). The Company covenants to maintain Directors and Officers Insurance providing customary benefits to during the Executive Employment Term for the benefit of the Executive (in his capacity as an officer and director of the Company) during Directors and with respect Officers Insurance providing benefits to the Employment Period.Executive no less favorable, taken as a whole, than the benefits provided to the Executive by the Directors and Officers Insurance maintained by the