Common use of Indemnification/D&O Liability Insurance Clause in Contracts

Indemnification/D&O Liability Insurance. (a) The Company agrees that if Executive is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he was a director, officer, employee, consultant or agent of the Company, or was serving at the request of, or on behalf of, the Company as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the Company’s Articles of Incorporation or Code of Regulations or, if greater, by the laws of the State of Ohio, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company shall reimburse Executive for all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by him in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Executive is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment. (b) Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by Executive under Paragraph 15(a) above that indemnification of Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption or inference that Executive has not met the applicable standard of conduct. (c) The Company agrees to continue and maintain a directors’ and officers’ liability insurance policy or policies covering Executive at a level, and on terms and conditions, no less favorable to him than the coverage the Company provides its directors and senior-level officers currently (subject to any future improvement in such terms and conditions), until such time as suits against Executive are no longer permitted by law. (d) Nothing in this Paragraph 15 shall be construed as reducing or waiving any right to indemnification, or advancement of expenses, Executive would otherwise have under the Company’s Articles of Incorporation or Code of Regulations or under applicable law.

Indemnification/D&O Liability Insurance. (a) The Company agrees that if Executive is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he was a director, officer, employee, consultant or agent of the Company, or was serving at the request of, or on behalf of, the Company as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the Company’s Articles of Incorporation or Code of Regulations or, if greater, by the laws of the State of Ohio, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company shall reimburse Executive for all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by him in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Executive is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment. (b) Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by Executive under Paragraph 15(a15 (a) above that indemnification of Executive is proper because he has met the —applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption or inference that Executive has not met the applicable standard of conduct. (c) The Company agrees to continue and maintain a directors’ and officers’ liability insurance policy or policies covering Executive at a level, and on terms and conditions, no less favorable to him than the coverage the Company provides its directors and senior-level officers currently (subject to any future improvement in such terms and conditions), until such time as suits against Executive are no longer permitted by law. (d) Nothing in this Paragraph 15 shall be construed as reducing or waiving any right to indemnification, or advancement of expenses, Executive would otherwise have under the Company’s Articles of Incorporation or Code of Regulations or under applicable law.

Indemnification/D&O Liability Insurance. (a) The Company agrees that if Executive is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer, employee, consultant or agent of the CompanyCompany or its subsidiaries, or is or was serving at the request of, or on behalf of, the Company as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entityentity (or plan), including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s 's alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the Company’s Articles 's Certificate of Incorporation or Code of Regulations bylaws or, if greater, by the laws of the State of OhioDelaware, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ ' fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or its subsidiaries or other entity (or benefit plan) and shall inure to the benefit of Executive’s 's heirs, executors and administrators. The Company shall reimburse Executive for all costs and expenses (including, without limitation, reasonable attorneys’ ' fees) incurred by him in connection with any Proceeding within 20 10 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Executive is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment. (b) Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by Executive under Paragraph 15(aSection 12(a) above that indemnification of Executive (or advancement of Executive's expenses) is proper because he has met the any applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption or inference that Executive has not met the applicable standard of conduct. (c) The Company agrees to continue and maintain a directors’ ' and officers’ ' liability insurance policy or policies covering Executive at a level, and on terms and conditions, no less favorable to him than the coverage the Company provides its directors and senior-level officers currently (subject to any future improvement in such terms and conditions), until provided that, in satisfying its obligation under this paragraph (c), the Company shall not upon renewal of any such time policy be obligated to pay premiums in excess of 200% of the annualized premium for such policy based on the rate therefor in effect prior to such renewal. If upon expiration of such a policy such insurance coverage can be obtained only for an amount in excess of 200% of the Company's annual premium in effect prior to renewal, the Company shall use its commercially reasonable efforts to cause to be obtained as suits against Executive are no longer permitted by lawmuch directors' and officers' liability insurance coverage as can be obtained for an amount equal to 200% of the Company's annual premium therefor in effect prior to renewal, on terms and conditions substantially similar to the Company's then existing directors' and officers' liability insurance. (d) Nothing in this Paragraph 15 Section 12 shall be construed as reducing or waiving any right to indemnification, or advancement of expenses, Executive would otherwise have under the Company’s Articles 's Certificate of Incorporation or Code of Regulations bylaws or under applicable law. (e) The provisions of this Section 12 will survive the termination of this Agreement for a period of six years following termination of this Agreement, provided that in the event Executive makes a claim under such provisions prior to the expiration of such period, such provisions shall survive until such claim is finally resolved.

Indemnification/D&O Liability Insurance. (a) The Company agrees that if Executive is you are made a party to, is are threatened to be made a party to, receives receive any legal process in, or receives receive any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he was you are or were a director, officer, employee, consultant or agent of the Company, or was are or were serving at the request of, or on behalf of, the Company as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Executive you shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the Company’s Articles 's articles of Incorporation incorporation or Code of Regulations by-laws or, if greater, by the laws of the State of Ohioapplicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ ' fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost costs and fees incurred in enforcing his your rights to indemnification or contribution) incurred or suffered by Executive you in connection therewith, and such indemnification shall continue as to Executive you even though he has you have ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity and shall inure to the benefit of Executive’s your heirs, executors and administrators. The Company shall reimburse Executive you for all costs and expenses (including, without limitation, reasonable attorneys’ ' fees) incurred by him you in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Executive you to repay the amount of such advance if it shall ultimately be determined that he is you are not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Executive is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment. (b) Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding Proceeding concerning payment of amounts claimed by Executive you under Paragraph 15(aSection 6(a) above that indemnification of Executive you is proper because he has you have met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that Executive has you have not met such applicable standard of conduct, shall create a presumption or inference that Executive has you have not met the applicable standard of conduct. (c) The Company agrees to continue and maintain a directors’ ' and officers’ ' liability insurance policy or policies covering Executive you at a level, and on terms and conditions, no less favorable to him you than the coverage the Company provides its directors and seniorand/or other similarly-level officers currently (subject to any future improvement in such terms and conditions), situated executives until such time as suits against Executive you are no longer permitted by law. (d) Nothing in this Paragraph 15 Section 6 shall be construed as reducing or waiving any right to indemnification, or advancement of expenses, Executive you would otherwise have under the Company’s Articles 's articles of Incorporation incorporation or Code of Regulations by-laws or under applicable law.