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

Indemnification; Directors’ and Officers’ Liability Insurance. The Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted by law, and such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer, director or agent, or is no longer employed by the Company, and shall inure in all cases to the benefit of his heirs, executors and/or administrators. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the Company, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companies. If the Executive has any knowledge of any actual action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlement.

Indemnification; Directors’ and Officers’ Liability Insurance. The Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee officer or agent director of the Company and its affiliated companies pursuant to the fullest extent permitted by lawgoverning documents of the Company; provided, and such indemnification however, that the Company shall continue as to not indemnify the Executive even if for any losses incurred by the Executive has ceased to be an officer, director as a result of acts or agentomissions that shall constitute Cause, or is no longer employed pursuant to a cause of action by Executive against the CompanyCompany or its directors, and shall inure in all cases to the benefit of his heirsofficers, executors and/or administratorsagents, representatives or employees. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the CompanyBoard, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company)indemnification; provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companiessubsidiaries or affiliates. If the Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceedingdefense. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) and thereafter, the Company shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlementdirectors.

Indemnification; Directors’ and Officers’ Liability Insurance. The Company Parent Corporation shall indemnify the Senior Executive for actions taken or omitted to be taken by the Senior Executive as an officer, director, employee officer or agent director of the Company and its affiliated companies Parent Corporation to the fullest full extent permitted authorized by law; provided, and such indemnification however, that the Parent Corporation shall continue as to not indemnify the Senior Executive even if the Executive has ceased to be an officer, director for any liabilities or agent, or is no longer employed losses incurred by the CompanySenior Executive as a result of or in connection with a cause of action by the Senior Executive against the Parent Corporation or its affiliates or their respective directors, and shall inure in all cases to the benefit of his heirsofficers, executors and/or administratorsagents, representatives or employees. The Company Parent Corporation will promptly advance to the Senior Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company Parent Corporation of a written request from the Senior Executive for such advance, together with documentation reasonably acceptable to the Board or the CompanyBoard, subject to an undertaking by the Senior Executive to pay back any advanced amounts for which it is determined that the Senior Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companiesindemnification. If the Senior Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Senior Executive may request indemnity under this provision, the Senior Executive shall give the Company Parent Corporation prompt written notice thereof. The Company Parent Corporation shall be entitled to assume the defense of any such proceeding, and the Senior Executive shall reasonably cooperate with such defense (provided, however, that defense. Throughout the Executive shall also have the right to engage his own counsel in any such proceeding, Term of Employment and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against six years thereafter, the Executive) the Company Parent Corporation shall cover the Executive under its maintain a directors’ and officers’ liability insurance policy and to cover the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Senior Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlementthereunder.

Indemnification; Directors’ and Officers’ Liability Insurance. The Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted by law, and such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer, director officer or agent, or is no longer employed by the Company, and shall inure in all cases to the benefit of his heirs, executors and/or administrators. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the Company, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companies. If the Executive has any knowledge of any actual action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlement.

Indemnification; Directors’ and Officers’ Liability Insurance. The During the Term and thereafter, the Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted and/or required by law, and such indemnification shall continue as to law for actions or omissions of the Executive even if during the Executive has ceased to be Term as an officer, director or agentemployee of the Company (or any of its affiliates) or as a fiduciary of any benefit plan of the foregoing, including, but not limited to, if the Executive is made a party, or compelled to testify or otherwise participate in any action, suit or proceeding, by reason of the fact that he is no longer employed by or was an officer, director or employee of the Company, and shall inure in all cases to Company (or any of its affiliates) or as a fiduciary of any benefit plan of the benefit of his heirs, executors and/or administratorsforegoing. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the CompanyBoard, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companiesindemnification. If the Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof; provided that the failure to give such notice shall not affect the Executive’s right to indemnification. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense defense. During the Term (providedand thereafter for the period of any applicable statute of limitations), however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company its Affiliates shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it and its Affiliates covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlementdirectors.

Indemnification; Directors’ and Officers’ Liability Insurance. The During the Term and thereafter, the Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted and/or required by law, and such indemnification shall continue as to law for actions or omissions of the Executive even if during the Executive has ceased to be Term as an officer, director or agentemployee of the Company (or any of its affiliates) or as a fiduciary of any benefit plan of the foregoing, including, but not limited to, if the Executive is made a party, or compelled to testify or otherwise participate in any action, suit or proceeding, by reason of the fact that he is no longer employed by or was an officer, director or employee of the Company, and shall inure in all cases to Company (or any of its affiliates) or as a fiduciary of any benefit plan of the benefit of his heirs, executors and/or administratorsforegoing. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ ' fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the CompanyBoard, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companiesindemnification. If the Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof; provided that the failure to give such notice shall not affect the Executive's right to indemnification. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense defense. During the Term (providedand thereafter for the period of any applicable statute of limitations), however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company its Affiliates shall cover the Executive under its directors’ ' and officers’ ' liability insurance policy to the extent it and its Affiliates covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlementdirectors.