Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. (a) Parent agrees that all rights to indemnification and exculpation existing in favor of the directors and officers of the Company (the "Company Indemnified Parties") under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, and that from and after the Effective Time, Parent shall assume all obligations of the Company in respect thereof as to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies of directors' and officers' liability insurance with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees or agents covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"); provided, however, that Parent may, in lieu of maintaining such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.11. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) Parent agrees that all rights The By-Laws and Certificate of Incorporation of the Surviving Entity shall contain the provisions with respect to indemnification set forth in the By-Laws and exculpation existing in favor Certificate of Incorporation of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder as of the Effective Time of individuals who at the Effective Time were directors or officers of the Company or its Subsidiaries, unless such modification is required after the Effective Time by law. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Entity to maintain in effect, if available, directors' and officers' liability insurance covering those individuals who served as directors or officers of the Company at any time during the 12 months immediately preceding the Effective Time on terms comparable to those now applicable to directors and officers of the Company (Company; provided, however, that in no event shall the "Company Indemnified Parties") under the provisions existing on the date hereof Surviving Entity be required to expend in excess of 300% of the Company's Articles of Organization or By-Laws shall survive and continue in full force after annual premium currently paid by the Effective Time, and that from Company for such coverage. (c) From and after the Effective Time, Parent shall assume unconditionally guarantee the timely payment of all funds owning by, and the timely performance of all other obligations of, the Surviving Entity under this Section 4.12. (d) The provisions of this Section 4.12 shall survive the consummation of the Company in respect thereof as to any claim or claims asserted after Merger at the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies of directors' and officers' liability insurance with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees or agents covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"); provided, however, that Parent may, in lieu of maintaining such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties Company, the Surviving Entity and the Indemnified Parties and Parties, shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance Entity and shall be enforceable by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.11Indemnified Parties. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) Parent agrees that all rights to indemnification For a period of six (6) years from and exculpation existing in favor of the directors and officers of the Company (the "Company Indemnified Parties") under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, the Surviving Corporation will, and that Parent shall cause the Surviving Corporation to, indemnify and hold harmless all past and present directors, officers and employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors, officers and employees of the Company arising out of acts or omissions in their capacity as directors, officers or employees of the Company occurring at or prior to the Effective Time. The Surviving Corporation will, and Parent shall cause the Surviving Corporation to, advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.9(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement. (b) For a period of six (6) years from and after the Effective Time, Parent shall assume all obligations will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company in respect thereof as to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies of directors' and officers' liability insurance with respect to matters occurring periods at or prior to the Effective Time than are currently set forth in the Company Charter and the Company Bylaws. The Surviving Corporation will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (includingc) The Surviving Corporation shall either (i) cause to be obtained at the Effective Time “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and scope at least as favorable as the Company’s existing policies (accurate and complete copies which have been previously provided to Parent) for claims arising from facts or events that occurred on or prior to the Effective Time or (ii) maintain in effect for six (6) years from the Effective Time, without limitationif available, the current directors’ and officers’ liability insurance policies maintained by the Company (the “D&O Insurance”); provided, that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions that are substantially equivalent and in any event not less favorable in the aggregate than the Company’s existing policy with respect to matters occurring prior to the Effective Time; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement (which annual premium is set forth on Section 5.9 of the Company Disclosure Schedule). The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees or agents covered by . If such insurance prepaid policies have been obtained prior to the Effective Time (the "Indemnified Parties"); providedTime, however, that Parent may, in lieu of maintaining such existing insurance as provided above, will cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of to maintain such policies in full force and effect and continue to honor the indemnification obligations pursuant to this Section 6.11thereunder. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 5.9. (e) The Company shall use its reasonable efforts obligations under this Section 5.9 will (i) continue, notwithstanding any six (6)-year limitation referred to provide all required above, until the final disposition of any action, suit, proceeding or appropriate notices under investigation brought or commenced during such existing insurance with respect six (6)-year period and (ii) not be terminated or modified in such a manner as to potential claims adversely affect any indemnitee to whom this Section 5.9 applies without the consent of which such affected indemnitee (it is aware prior being expressly agreed that the indemnitees to the Effective Timewhom this Section 5.9 applies will be third-party beneficiaries of this Section 5.9).

Indemnification of Directors and Officers. (a) The Organizational Documents of Parent agrees that all rights shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification and exculpation existing than are set forth in favor the Organizational Documents of Target as of the directors date of this Agreement (it being understood that the existing bylaws of Parent and officers the Second Amended and Restated Certificate of the Company Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of six (the "Company Indemnified Parties"6) under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, and that from and after the Effective Time, Parent shall assume all obligations of the Company in respect thereof as to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies Closing Date in any manner that would materially adversely affect the rights thereunder of directors' and officers' liability insurance with respect to matters occurring individuals who at or prior to the Effective Time were directors or officers of Target or any of its Subsidiaries. Contemporaneously with the Closing, Parent shall purchase tail insurance (includingthe premiums of which shall be paid by Parent) covering each Person currently covered by the Target’s or its Subsidiaries’ directors’ and officers’ liability insurance policies, without limitationwith respect to matters or circumstances occurring at or prior to the Closing Date, on coverage terms that are equivalent in all material respects to the transactions contemplated by coverage terms of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, intended to those currently maintained by Textron be for the benefit of the Company's present or former directorsof, officers, employees or agents covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"); provided, however, that Parent may, in lieu of maintaining such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all enforceable by, each Person entitled to indemnification under this Section 7.3, and each such Person’s heirs, legatees, representatives, successors and assigns assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.117.3 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwise. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) Parent agrees that all rights The Certificate of Incorporation and By-Laws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Certificate of Incorporation and exculpation existing in favor of the directors and officers By-Laws of the Company (the "Company Indemnified Parties") under the provisions existing on the date hereof of the Company's Articles this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of Organization or By-Laws shall survive and continue in full force six years after the Effective Time, and Time in any manner that from and after would adversely affect the rights thereunder of individuals who at any time prior to the Effective TimeTime were directors, Parent shall assume all obligations officers, employees or agents of the Company in respect thereof as of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law; provided, that in the event any claim or claims are asserted after the Effective Timeor made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's Subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing ); provided, that Parent may substitute therefor policies of substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, advantageous to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, directors or officers or other employees or agents covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"); provided, however, ) and provided further that Parent may, said substitution does not result in lieu of maintaining such existing insurance as provided above, cause comparable any gaps in coverage with respect to be provided under any policy maintained for matters occurring prior to the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insuranceEffective Time. (c) This Section 6.11 7.7 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, NewcoPurchaser, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.11. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. Section 5.7.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company By-laws shall survive the Merger (a) Parent agrees that all rights to indemnification and exculpation existing in favor the Certificate of Incorporation and By-laws of the directors Surviving Corporation shall reflect such provisions) and officers shall not be amended, repealed or otherwise modified for a period of the Company (the "Company Indemnified Parties") under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, and that from and after the Effective Time, Parent shall assume all obligations of the Company in respect thereof as to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six 6 years after the Effective Time policies in any manner that would adversely affect the rights thereunder of directors' and officers' liability insurance with respect to matters occurring at any individual who on or prior to the Effective Time (includingwas a director, without limitationofficer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. Section 5.7.2 For 6 years from the Effective Time, the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, Surviving Corporation shall provide to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees or agents covered by such ’s current directors and officers an insurance policies and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "Indemnified Parties")“D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that Parent may, in lieu of maintaining such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 200% of the indemnification obligations pursuant last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $323,612. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 6.11. (d) The Company shall use its reasonable efforts to 5.7 , which policies provide all required or appropriate notices under such existing insurance directors and officers with coverage for an aggregate period of 6 years with respect to potential claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of which it is aware the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The obligations under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.7 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7 ). Section 5.7.3 In the event Parent, the Purchaser or the Surviving Corporation (A) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.7 .

Indemnification of Directors and Officers. (a) Parent agrees and Newco agree that all rights to indemnification and exculpation existing in favor of, and all exculpations and limitations of the directors personal liability of, the directors, officers, employees and officers agents of the Company (the "Company “Indemnified Parties"”) under in the provisions existing on Company Certificate of Incorporation and Company By-Laws, and of the Company’s Subsidiaries in their respective certificate of incorporation and by-laws, as in effect as of the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, and that from and after the Effective Time, Parent shall assume all obligations of the Company in respect thereof as to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies of directors' and officers' liability insurance with respect to matters occurring at or prior to the Effective Time Time, including the Merger, shall continue in full force and effect for a period of not less than six (including6) years after the Effective Time, without limitationand the Parent shall, the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit through its 100% control of the Company's present Surviving Corporation, cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or former made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors, ’ and officers, employees or agents covered by such ’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time (Time, including the "Merger, and with terms that are no less favorable to the Indemnified Parties")Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent may, and Newco collectively shall be obligated to pay no more than $160,000 in lieu of maintaining the aggregate for such existing “tail” directors’ and officers’ liability insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material and fiduciary insurance policies and if such insurance with terms thereof are no less advantageous favorable to the Indemnified Parties than such existing insurancedirectors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $160,000. (cb) This Section 6.11 4.7 is intended for the irrevocable benefit of, and to benefit the Company Indemnified Parties and grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees Each of the performance by Indemnified Parties shall be entitled to enforce the covenants contained in this Section 4.7. The obligations under this Section 4.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 4.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the indemnification Surviving Corporation, as the case may be, assume the obligations pursuant to set forth in this Section 6.114.7. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) Parent agrees that all rights to indemnification and exculpation existing in favor For a period of the directors and officers of the Company six (the "Company Indemnified Parties"6) under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, and that years from and after the Effective Time, Parent the articles of incorporation and bylaws of the Surviving Corporation shall assume all obligations contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Company for periods at or prior to the Effective Time than are currently set forth in respect thereof as to the Company Articles and the Company Bylaws. The indemnification agreements, if any, in existence on the date of this Agreement with any claim of the directors, officers or claims asserted after employees of the Company shall continue in full force and effect in accordance with their terms following the Effective Time. (b) Prior to the Closing, Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies of directors' and officers' liability insurance with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron purchase for the benefit of the Company's present or former directors, ’s directors and officers, employees or agents covered by such as of the date of this Agreement and as of the Effective Time, an insurance policies and indemnification tail policy that provides coverage for a period of six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the "Indemnified Parties")“D&O Tail Policy”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that Parent may, in lieu of maintaining shall not be required to purchase the D&O Tail Policy if such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any exceeds 250% of the last annual premium paid prior to the date of this Agreement multiplied by six (6) (such aggregate amount, the “Base Premium”); provided, further, that if such insurance coverage can only be obtained at a total premium in excess of the Base Premium, Parent Subsidiariesshall purchase the most advantageous policy of directors’ and officers’ insurance obtainable for a total premium equal to the Base Premium. Parent shall, so long as or shall cause the material terms thereof are no less advantageous than Surviving Corporation to, maintain such existing insurancepolicy in full force and effect, and continue to honor the obligations thereunder. (c) This Section 6.11 is intended to benefit In the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. event Parent hereby guarantees the performance by or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the indemnification case may be, shall assume the obligations pursuant to set forth in this Section 6.115.10. (d) The Company obligations under this Section 5.10 shall use its reasonable efforts not be terminated or modified in such a manner as to provide all required or appropriate notices under adversely affect any indemnitee to whom this Section 5.10 applies without the consent of such existing insurance with respect affected indemnitee (it being expressly agreed that the indemnitees to potential claims whom this Section 5.10 applies shall be third party beneficiaries of which it is aware prior to the Effective Timethis Section 5.10).

Indemnification of Directors and Officers. (a) Parent agrees that all rights The Articles of Incorporation and By-Laws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Articles of Incorporation and exculpation existing in favor of the directors and officers By-Laws of the Company (the "Company Indemnified Parties") under the provisions existing on the date hereof of the Company's Articles this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of Organization or By-Laws shall survive and continue in full force six years after the Effective Time, and Time in any manner that from and after would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time, Parent shall assume all obligations Time were directors or officers of the Company in respect thereof as of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law; provided, that in the event any claim or claims are asserted after the Effective Timeor made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six five years after the Effective Time current policies of directors' , and officers' , liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing ); provided, that Parent may substitute therefor policies of substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, advantageous to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, directors or officers or other employees or agents covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"); provided, however, that Parent may. Notwithstanding the foregoing, in lieu no case shall Parent or the Surviving Corporation be required to pay an annual premium for such insurance greater than 125% of maintaining the last annual premium paid prior to the date hereof. Should payment of the maximum amount of premium provided for in the previous sentence not allow the purchase of an amount of such existing insurance as provided above, cause comparable coverage equal to be the amount provided under any policy maintained the current policies, Parent shall purchase the maximum amount of insurance available for the benefit of Parent or any 125% of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurancelast annual premium. (c) This Section 6.11 7.7 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.11. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) Parent agrees that all rights to indemnification and exculpation existing in favor If the Merger is consummated, for a period of the directors and officers of the Company six (the "Company Indemnified Parties"6) under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, and that from and after years following the Effective Time, Parent shall assume all will cause the Acquired Companies to fulfill and honor the obligations of the Company in respect thereof as Acquired Companies pursuant to any indemnification contracts listed on the Disclosure Schedule between the Acquired Companies and their directors and officers (the “Company Indemnified Parties”) and any indemnification provisions under the Company’s Ninth Amended and Restated Certificate of Incorporation and bylaws (in each case as in effect on the date of this Agreement), subject to any limitations under applicable law. The Acquired Companies hereby represent and warrant to Parent that no claim for indemnification has been made by any director or claims asserted after officer of the Effective TimeAcquired Companies and, to the Knowledge of the Company, no basis exists for any such claim for indemnification. Nothing in this Section 5.9 shall be construed to limit any right that Parent would otherwise have to obtain indemnification or compensation from the Escrow Fund in connection with any claim for indemnification by any of the Company Indemnified Parties or any matter underlying any such claim. (b) Parent The Company shall cause purchase a tail insurance policy to be maintained in effect the Acquired Companies’ existing directors’ and officers’ liability insurance for the Indemnified Parties (as defined below) for a period of not less than six (6) years after the Effective Time policies at a premium in the aggregate not in excess of directors' and officers' liability insurance with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit 250% of the Company's present or former directors, officers, employees or agents covered by current year’s premium for such insurance policies prior to the Effective Time (the "Indemnified Parties")insurance; provided, however, that Parent may, in lieu of maintaining such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, responsible for one half the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to premiums for insurance under this Section 6.115.9. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) The Company, Merger Sub and Parent agrees agree that all rights to the indemnification obligations set forth in the Company Certificate and exculpation Company By-laws existing in favor of the those persons who are directors and officers of the Company (the "Company Indemnified Parties") under the provisions existing on as of the date hereof of the Company's Articles of Organization or By-Laws shall survive this Agreement for their acts and continue in full force after omissions as directors and officers thereof prior to the Effective Time, shall survive the Merger and that be observed by Parent and Merger Sub to the fullest extent permitted by Delaware Law for a period of six years from and after the date on which the Merger becomes effective. (b) For six years from the Effective Time, Parent shall assume all obligations provide to the Company’s directors and officers, as of the Company in respect thereof as to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies date of directors' and officers' liability insurance with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing substantially the same , an insurance and indemnification policy that provides coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees or agents covered by such insurance policies events occurring prior to the Effective Time (the "Indemnified Parties")“D&O Insurance”) that is no less favorable than the Company’s existing policies (true and complete copies which have been previously provided or made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that Parent may, in lieu of maintaining such existing insurance as provided above, cause comparable coverage shall not be required to be provided under any policy maintained pay an annual premium for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.11. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance D&O Insurance with respect to potential the Company in excess of 300% of the last annual premium paid by the Company prior to the date of this Agreement for D&O Insurance with respect to the Company, which last annual premium the Company represents and warrants to be approximately $27,200. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.12, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of which it is aware the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall maintain such policies in full force and effect, and continue to honor the obligations thereunder.

Indemnification of Directors and Officers. (a) Parent The Surviving Corporation agrees that all rights to indemnification and exculpation existing in favor of the directors and directors, officers or employees of the Company (with their respective heirs and legal representatives, the "Company Indemnified PartiesINDEMNIFIED PARTIES") under the provisions existing on the date hereof of as provided in the Company's Articles Certificate of Organization Incorporation or By-Laws laws, as in effect as of the date hereof, with respect to matters occurring through the Effective Date, shall survive the Merger and shall continue in full force after and effect for a period of six (6) years from the Effective Time, and that from and after the Effective Time, Parent shall assume all obligations of the Company in respect thereof as Date. The Surviving Corporation agrees to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained maintain in effect for the Indemnified Parties six (as defined below6) for not less than six years after the Effective Time Date the current policies of directors' and officers' liability insurance maintained by the Company with respect to matters occurring at or prior to the Effective Time Date; provided, however, that (including, without limitation, i) the transactions contemplated by this AgreementSurviving Corporation may substitute therefor policies with coverage limits of $5,000,000 (with carriers comparable to the Company's existing carriers) providing substantially the same coverage and containing terms and conditions which are no less advantageousadvantageous to the Indemnified Parties (except with respect to the $5,000,000 coverage limit) and (ii) notwithstanding the foregoing, the Purchaser shall not be required to pay an annual premium for such insurance in any material respectexcess of one and one-half times the last annual premium paid prior to the date hereof, to those but in such case the Purchaser shall purchase as much coverage as possible for such amount. Copies of the indemnification insurance policies, policy numbers 000-00-00 (National Union) and YXB001537 (Genesis), which constitute all the insurance policies currently maintained by Textron for the benefit Company in connection with the indemnification of the Company's present or former its directors, officers, officers and employees or agents covered by such insurance policies prior to the Effective Time (the "Indemnified PartiesINDEMNIFICATION POLICIES"); provided, howeverhave been provided to the Purchaser. (b) In the event that any action, that Parent maysuit, in lieu of maintaining such existing insurance as provided aboveproceeding or investigation relating hereto or to the transactions contemplated by this Agreement is commenced, cause comparable coverage whether before or after the Effective Date, the parties hereto agree to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurancecooperate and use their respective commercially reasonable efforts to vigorously defend against and respond thereto. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newcothe Purchaser, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.11. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) Each of Parent agrees and the Sub agree that all rights to indemnification and or exculpation existing in favor of of, and all limitations on the directors personal liability of, each officer and officers director of the Company (the "Company Indemnified Parties"each, a “Covered Person”) under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws provided for in Charter Documents shall survive and continue in full force after and effect for a period of six (6) years from the Effective Time, and that from and after the Effective Time, Parent shall assume all obligations of the Company in respect thereof as to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies of directors' and officers' liability insurance with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees or agents covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"); provided, however, that Parent may, all rights to indemnification in lieu respect of maintaining any claims asserted or made within such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for period shall continue until the benefit disposition of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance.claim (ca) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.11. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers in a form acceptable to the Company that shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”). Parent shall, and shall cause the Surviving Corporation to, maintain such policy in full force and effect. (b) The obligations under this Section 5.14 shall not be terminated or modified in such a manner as to adversely affect any Covered Person to whom this Section 5.14 applies without the consent of such affected Covered Person (it being expressly agreed that the Covered Persons to whom this Section 5.14 applies shall be third party beneficiaries of this Section 5.14 and shall be entitled to enforce the covenants contained herein).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Closing Date, Parent agrees that shall cause the Second Surviving Corporation to indemnify and hold harmless all rights to indemnification past and exculpation existing in favor of the present officers and directors and officers of the Company (the "Company Indemnified “Covered Parties"”) under to the provisions existing on same extent and in the same manner and subject to the same limits as such persons are indemnified as of the date hereof of this Agreement by the Company's Articles of Organization or By-Laws shall survive and continue in full force after Company pursuant to the Effective TimeDGCL, and that from and after the Effective Time, Parent shall assume all obligations Organizational Documents of the Company in respect thereof as to and any claim indemnification agreements set forth on Section 6.10 of the Disclosure Schedules, for acts or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies of directors' and officers' liability insurance with respect to matters omissions occurring at or prior to the Effective Time Closing Date. (including, without limitationb) Prior to the Closing Date, the transactions contemplated by this Agreement) providing substantially the same Company may purchase tail insurance coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit Company’s directors and officers in a form reasonably acceptable to the Company and Parent, which provides such directors and officers with coverage for six years following the Closing Date with respect to claims arising out of the Company's present acts or former directors, officers, employees omissions occurring at or agents covered by such insurance policies prior to the Effective Time Closing Date (the "Indemnified Parties"“D&O Tail Policy”); provided. For the avoidance of doubt, however, that Parent may, the Company shall bear the cost of obtaining the D&O Tail Policy and such cost shall be included in lieu of maintaining such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insuranceTransaction Expenses. (c) This The covenants contained in this Section 6.11 is 6.10 are intended to be for the benefit the Company Indemnified Parties and the Indemnified Parties of, and shall be binding on all successors and assigns of Parentenforceable by, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation each of the indemnification obligations Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to this Section 6.11law, contract or otherwise. (d) The Company In the event that the Second Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall use not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its reasonable efforts properties and assets to provide all required any Person, then, and in each such case, proper provision shall be made so that the successors or appropriate notices under such existing insurance with respect to potential claims assigns of which it is aware prior the Second Surviving Corporation or any of its respective successors or assigns, as the case may be, shall succeed to the Effective Timeobligations set forth in this Section 6.10.

Indemnification of Directors and Officers. (a) Parent agrees that all rights The Certificate of Incorporation and By-Laws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Restated Certificate of Incorporation and exculpation existing in favor of the directors and officers By-Laws of the Company (the "Company Indemnified Parties") under the provisions existing on the date hereof of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the Company's Articles rights thereunder of Organization or By-Laws shall survive and continue in full force after individuals who at any time prior to the Effective Time, and that from and after the Effective Time, Parent shall assume all obligations Time were directors or officers of the Company in respect thereof as of actions or omissions occurring at or prior to any claim or claims asserted after the Effective TimeTime (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) providing ); provided, that Parent may substitute therefor policies of substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees employees, agents or agents other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"); ) and provided, howeverfurther, that in no event shall Parent may, be required to expend in lieu any one year an amount in excess of maintaining 150% of the annual premiums currently paid by the Company for such existing insurance as provided aboveset forth on Schedule 6.6(b), cause comparable although it shall be obligated to obtain a policy with the greatest coverage to be provided under any policy maintained available for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than a cost not exceeding such existing insuranceamount. (c) This Section 6.11 6.6 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification and other obligations pursuant to this Section 6.116.6 and the Certificate of Incorporation and By-laws of the Surviving Corporation. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) Parent agrees that all rights to indemnification and exculpation existing in favor of the directors and officers of the Company For six (the "Company Indemnified Parties"6) under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, and that from and years after the Effective Time, Parent shall assume all obligations shall, cause the Final Surviving Entity or the Surviving Entity, as the case may be, to indemnify and hold harmless the officers and directors of the Company and of each Company Subsidiary as of immediately prior to the Effective Time (each a “Covered Person”) in respect thereof as of acts or omissions occurring prior to the Effective Time to the fullest extent permitted under the Charter Documents of the Company or pursuant to any claim or claims asserted after indemnification agreements between the Effective TimeCompany and its officers and directors; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. Parent shall be liable for any breach of this Section 5.15. (b) Parent shall cause to be maintained in effect for purchase a directors’ and officers’ insurance “tail” policy under the Indemnified Parties Company’s or each Company Subsidiary’s, as applicable, existing directors’ and officers’ insurance policy which (as defined belowi) for not less than has an effective term of six (6) years after from the Effective Time policies of directors' Time, (ii) covers the Covered Persons, (iii) contains terms and officers' liability insurance with respect to matters occurring at or prior to the Effective Time conditions (including, without limitation, the transactions contemplated by this Agreementcoverage amounts) providing substantially the same coverage and containing terms and conditions which that are no less advantageous, in any material respectwhen taken as a whole, to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees or agents covered by such insurance policies prior applicable to the Effective Time Covered Persons, and (iv) has a coverage effective date not later than the "Indemnified Parties"); provided, however, that Parent may, in lieu of maintaining such existing insurance as provided above, cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insuranceClosing Date. (c) This The rights of each Covered Person under this Section 6.11 is 5.15 shall be in addition to any rights such person may have under the Charter Documents as of the date hereof. These rights shall survive consummation of the First Step Merger and the Second Step Merger and are intended to benefit the Company Indemnified Parties and the Indemnified Parties benefit, and shall be binding on all successors and assigns enforceable by, each Covered Person. The Covered Persons are intended third party beneficiaries of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of the indemnification obligations pursuant to this Section 6.115.15. (d) The Company shall use its reasonable efforts to provide all required or appropriate notices under such existing insurance with respect to potential claims of which it is aware prior to the Effective Time.

Indemnification of Directors and Officers. (a) Parent agrees that all rights to indemnification For a period of six years from and exculpation existing in favor of the directors and officers of the Company (the "Company Indemnified Parties") under the provisions existing on the date hereof of the Company's Articles of Organization or By-Laws shall survive and continue in full force after the Effective Time, the Surviving Corporation will, and that Parent shall cause the Surviving Corporation to, indemnify and hold harmless all past and present directors, officers and employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors, officers and employees of the Company arising out of acts or omissions in their capacity as directors, officers or employees of the Company occurring at or prior to the Effective Time. The Surviving Corporation will, and Parent shall cause the Surviving Corporation to, advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent shall assume all obligations will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company in respect thereof as to any claim or claims asserted after the Effective Time. (b) Parent shall cause to be maintained in effect for the Indemnified Parties (as defined below) for not less than six years after the Effective Time policies of directors' and officers' liability insurance with respect to matters occurring periods at or prior to the Effective Time than are currently set forth in the Company Charter and the Company Bylaws. The Surviving Corporation will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (includingc) The Surviving Corporation shall either (i) cause to be obtained at the Effective Time “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and scope at least as favorable as the Company’s existing policies (accurate and complete copies which have been previously provided to Parent) for claims arising from facts or events that occurred on or prior to the Effective Time or (ii) maintain in effect for six (6) years from the Effective Time, without limitationif available, the current directors’ and officers’ liability insurance policies maintained by the Company (the “D&O Insurance”); provided, that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions that are substantially equivalent and in any event not less favorable in the aggregate than the Company’s existing policy with respect to matters occurring prior to the Effective Time; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement (which annual premium is set forth on Section 5.10 of the Company Disclosure Schedule). The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement) providing substantially the same coverage and containing terms and conditions which are no less advantageous, in any material respect, to those currently maintained by Textron for the benefit of the Company's present or former directors, officers, employees or agents covered by . If such insurance prepaid policies have been obtained prior to the Effective Time (the "Indemnified Parties"); providedTime, however, that Parent may, in lieu of maintaining such existing insurance as provided above, will cause comparable coverage to be provided under any policy maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the material terms thereof are no less advantageous than such existing insurance. (c) This Section 6.11 is intended to benefit the Company Indemnified Parties and the Indemnified Parties and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the performance by the Surviving Corporation of to maintain such policies in full force and effect and continue to honor the indemnification obligations pursuant to this Section 6.11thereunder. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 5.10. (e) The Company shall use its reasonable efforts obligations under this Section 5.10 will (i) continue, notwithstanding any six-year limitation referred to provide all required above, until the final disposition of any action, suit, proceeding or appropriate notices under investigation brought or commenced during such existing insurance with respect six-year period and (ii) not be terminated or modified in such a manner as to potential claims adversely affect any indemnitee to whom this Section 5.10 applies without the consent of which such affected indemnitee (it is aware prior being expressly agreed that the indemnitees to the Effective Timewhom this Section 5.10 applies will be third-party beneficiaries of this Section 5.10).