Common use of Indemnification of Executive Clause in Contracts

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in the event Executive is a party, or is threatened to be made a party, to any threatened, pending or contemplated action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Executive is an officer or Board member of the Company, or is or was serving at the request of the Company as a board member, or officer (or in any capacity equivalent to any of the foregoing) of another corporation, company, joint venture, trust or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with such action, suit or proceeding if Executive acted in good faith and in a manner Executive reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Executive’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or pleas of nolo contendere or its equivalent, shall not of itself create a presumption that Executive did not act in good faith or did not act in a manner which Executive reasonably believed to be in and not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that Executive’s conduct was unlawful.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in the ---------------------------- event that Executive was or is a party, party or is threatened to be made a party, party to any threatened, pending or contemplated action, suitpending, or proceeding, whether civil, criminal, administrative or investigative completed Proceeding: (a) other than an action by or in the right of Company, arising out of the Company) performance of Executive's duties with Company or by reason of the fact that Executive he is or was an officer officer, director, employee or Board member agent of the Company, or is or was serving at the request of the Company as a board membermanager, director, trustee, officer, employee, or officer (agent of any other company, nonprofit or in any capacity equivalent to any of the foregoing) of another for-profit corporation, companypartnership, joint venture, trust trust, or other enterprise, against expenses (expenses, including reasonable attorneys’ attorney's fees), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by Executive in connection with such action, suit or proceeding Proceeding if Executive he acted in good faith and in a manner Executive he reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Executive’s his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, or settlement, conviction or pleas upon a plea of nolo contendere or its equivalent, shall not not, of itself itself, create a presumption that Executive did not act in good faith or did not act and in a manner which Executive he reasonably believed to be in and in, or not opposed to to, the best interests of the CompanyCompany and, and with respect to any criminal action or proceedingProceeding, he had reasonable cause to believe that Executive’s his conduct was unlawful. (b) by or in the right of Company to procure a judgment in its favor, arising out of the performance of Executive's duties with Company or by reason of the fact that he is or was an officer, director, employee, or agent of Company, or is or was serving at the request of Company as a manager, director, trustee, officer, employee, or agent of any other company, nonprofit or for-profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by Executive in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Executive is adjudged to have engaged in conduct which would otherwise allow Company to terminate Executive for Cause, unless and only to the extent that the court in which such Proceeding was brought determines upon application that, despite the adjudication of such conduct, but in view of all the circumstances of the case, Executive is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. (c) Without limiting the generality of the foregoing, to the extent that Executive has been successful on the merits or otherwise in defense of any Proceeding referred to in clause (a) or clause (b) of this Section, or in defense of any claim, issue or matter therein, Company shall indemnify him against expenses, including, without limitation, attorneys' fees actually and reasonably incurred by him in connection with the Proceeding. (d) Indemnifiable expenses incurred by Executive shall be paid by Company in advance of the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Company as authorized in this Section 12.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in the event that Executive was or is a party, party or is threatened to be made a party, party to any threatened, pending or contemplated action, suitpending, or proceeding, whether civil, criminal, administrative or investigative completed Proceeding: (a) other than an action by or in the right of Company, arising out of the Company) performance of Executive’s duties with Company or by reason of the fact that Executive he is or was an officer officer, director, employee or Board member agent of the Company, or is or was serving at the request of the Company as a board membermanager, director, trustee, officer, employee, or officer (agent of any other company, nonprofit or in any capacity equivalent to any of the foregoing) of another for-profit corporation, companypartnership, joint venture, trust trust, or other enterprise, against expenses (expenses, including reasonable attorneys’ attorney’s fees), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by Executive in connection with such action, suit or proceeding Proceeding if Executive he acted in good faith and in a manner Executive he reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Executive’s his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, or settlement, conviction or pleas upon a plea of nolo contendere or its equivalent, shall not not, of itself itself, create a presumption that Executive did not act in good faith or did not act and in a manner which Executive he reasonably believed to be in and in, or not opposed to to, the best interests of the CompanyCompany and, and with respect to any criminal action or proceedingProceeding, he had reasonable cause to believe that Executive’s his conduct was unlawful. (b) by or in the right of Company to procure a judgment in its favor, arising out of the performance of Executive’s duties with Company or by reason of the fact that he is or was an officer, director, employee, or agent of Company, or is or was serving at the request of Company as a manager, director, trustee, officer, employee, or agent of any other company, nonprofit or for-profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by Executive in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Executive is adjudged to have engaged in conduct which would otherwise allow Company to terminate Executive for Cause, unless and only to the extent that the court in which such Proceeding was brought determines upon application that, despite the adjudication of such conduct, but in view of all the circumstances of the case, Executive is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. (c) Without limiting the generality of the foregoing, to the extent that Executive has been successful on the merits or otherwise in defense of any Proceeding referred to in clause (a) or clause (b) of this Section, or in defense of any claim, issue or matter therein, Company shall indemnify him against expenses, including, without limitation, attorneys’ fees actually and reasonably incurred by him in connection with the Proceeding. (d) Indemnifiable expenses incurred by Executive shall be paid by Company in advance of the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Company as authorized in this Section 12.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in ---------------------------- the event that Executive was or is a party, party or is threatened to be made a party, party to any threatened, pending or contemplated action, suitpending, or proceeding, whether civil, criminal, administrative or investigative completed Proceeding: (a) other than an action by or in the right of Company, arising out of the Company) performance of Executive's duties with Company or by reason of the fact that Executive he is or was an officer officer, director, employee or Board member agent of the Company, or is or was serving at the request of the Company as a board membermanager, director, trustee, officer, employee, or officer (agent of any other company, nonprofit or in any capacity equivalent to any of the foregoing) of another for-profit corporation, companypartnership, joint venture, trust trust, or other enterprise, against expenses (expenses, including reasonable attorneys’ attorney's fees), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by Executive in connection with such action, suit or proceeding Proceeding if Executive he acted in good faith and in a manner Executive he reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Executive’s his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, or settlement, conviction or pleas upon a plea of nolo contendere or its equivalent, shall not not, of itself itself, create a presumption that Executive did not act in good faith or did not act and in a manner which Executive he reasonably believed to be in and in, or not opposed to to, the best interests of the CompanyCompany and, and with respect to any criminal action or proceedingProceeding, he had reasonable cause to believe that Executive’s his conduct was unlawful. (b) by or in the right of Company to procure a judgment in its favor, arising out of the performance of Executive's duties with Company or by reason of the fact that he is or was an officer, director, employee, or agent of Company, or is or was serving at the request of Company as a manager, director, trustee, officer, employee, or agent of any other company, nonprofit or for-profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by Executive in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Executive is adjudged to have engaged in conduct which would otherwise allow Company to terminate Executive for Cause, unless and only to the extent that the court in which such Proceeding was brought determines upon application that, despite the adjudication of such conduct, but in view of all the circumstances of the case, Executive is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. (c) Without limiting the generality of the foregoing, to the extent that Executive has been successful on the merits or otherwise in defense of any Proceeding referred to in clause (a) or clause (b) of this Section, or in defense of any claim, issue or matter therein, Company shall indemnify him against expenses, including, without limitation, attorneys' fees actually and reasonably incurred by him in connection with the Proceeding. (d) Indemnifiable expenses incurred by Executive shall be paid by Company in advance of the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Company as authorized in this Section 12.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in the event that Executive was or is a party, party or is threatened to be made a party, party to any threatened, pending or contemplated action, suitpending, or proceeding, whether civil, criminal, administrative or investigative completed Proceeding: (a) other than an action by or in the right of Company, arising out of the Company) performance of Executive’s duties with Company or by reason of the fact that Executive he is or was an officer officer, director, employee or Board member agent of the Company, or is or was serving at the request of the Company as a board membermanager, director, trustee, officer, employee, or officer (agent of any other company, nonprofit or in any capacity equivalent to any of the foregoing) of another for_profit corporation, companypartnership, joint venture, trust trust, or other enterprise, against expenses (expenses, including reasonable attorneys’ attorney’s fees), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by Executive in connection with such action, suit or proceeding Proceeding if Executive he acted in good faith and in a manner Executive he reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Executive’s his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, or settlement, conviction or pleas upon a plea of nolo contendere or its equivalent, shall not not, of itself itself, create a presumption that Executive did not act in good faith or did not act and in a manner which Executive he reasonably believed to be in and in, or not opposed to to, the best interests of the CompanyCompany and, and with respect to any criminal action or proceedingProceeding, he had reasonable cause to believe that Executive’s his conduct was unlawful. (b) by or in the right of Company to procure a judgment in its favor, arising out of the performance of Executive’s duties with Company or by reason of the fact that he is or was an officer, director, employee, or agent of Company, or is or was serving at the request of Company as a manager, director, trustee, officer, employee, or agent of any other company, nonprofit or for_profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by Executive in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Executive is adjudged to have engaged in conduct which would otherwise allow Company to terminate Executive for Cause, unless and only to the extent that the court in which such Proceeding was brought determines upon application that, despite the adjudication of such conduct, but in view of all the circumstances of the case, Executive is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. (c) Without limiting the generality of the foregoing, to the extent that Executive has been successful on the merits or otherwise in defense of any Proceeding referred to in clause (a) or clause (b) of this Section, or in defense of any claim, issue or matter therein, Company shall indemnify him against expenses, including, without limitation, attorneys’ fees actually and reasonably incurred by him in connection with the Proceeding. (d) Indemnifiable expenses incurred by Executive shall be paid by Company in advance of the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Company as authorized in this Section 12.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in the event that Executive was or is a party, party or is threatened to be made a party, party to any threatened, pending or contemplated action, suitpending, or proceeding, whether civil, criminal, administrative or investigative completed Proceeding: (a) other than an action by or in the right of Company, arising out of the Company) performance of Executive's duties with Company or by reason of the fact that Executive he is or was an officer officer, director, employee or Board member agent of the Company, or is or was serving at the request of the Company as a board membermanager, director, trustee, officer, employee, or officer (agent of any other company, nonprofit or in any capacity equivalent to any of the foregoing) of another for-profit corporation, companypartnership, joint venture, trust trust, or other enterprise, against expenses (expenses, including reasonable attorneys’ attorney's fees), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by Executive in connection with such action, suit or proceeding Proceeding if Executive he acted in good faith and in a manner Executive he reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Executive’s his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, or settlement, conviction or pleas upon a plea of nolo contendere or its equivalent, shall not not, of itself itself, create a presumption that Executive did not act in good faith or did not act and in a manner which Executive he reasonably believed to be in and in, or not opposed to to, the best interests of the CompanyCompany and, and with respect to any criminal action or proceedingProceeding, he had reasonable cause to believe that Executive’s his conduct was unlawful. (b) by or in the right of Company to procure a judgment in its favor, arising out of the performance of Executive's duties with Company or by reason of the fact that he is or was an officer, director, employee, or agent of Company, or is or was serving at the request of Company as a manager, director, trustee, officer, employee, or agent of any other company, nonprofit or for-profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by Executive in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Executive is adjudged to have engaged in conduct which would otherwise allow Company to terminate Executive for Cause, unless and only to the extent that the court in which such Proceeding was brought determines upon application that, despite the adjudication of such conduct, but in view of all the circumstances of the case, Executive is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. (c) Without limiting the generality of the foregoing, to the extent that Executive has been successful on the merits or otherwise in defense of any Proceeding referred to in clause (a) or clause (b) of this Section, or in defense of any claim, issue or matter therein, Company shall indemnify him against expenses, including, without limitation, attorneys' fees actually and reasonably incurred by him in connection with the Proceeding. (d) Indemnifiable expenses incurred by Executive shall be paid by Company in advance of the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Company as authorized in this Section 12.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in the event Executive is a party, or is threatened to be made a party, to any threatened, pending or contemplated action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Executive is an officer or Board member of the Company, or is or was serving at the request of the Company as a board member, or officer (or in any capacity equivalent to any of the foregoing) of another corporation, company, joint venture, trust or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with such action, suit or proceeding if Executive acted in good faith and in a manner Executive reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Executive’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or pleas of nolo contendere or its equivalent, shall not of itself create a presumption that Executive did not act in good faith or did not act in a manner which Executive reasonably believed to be in and not opposed to the best interests of the Company, and CH01/DOVEM/263703.4 2684618v3 with respect to any criminal action or proceeding, had reasonable cause to believe that Executive’s conduct was unlawful.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in the event Executive is a party, or is threatened to be made a party, to any threatened, pending or contemplated action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Executive is an officer or Board member of the Company, or is or was serving at the request of the Company as a board member, or officer (or in any capacity equivalent to any of the foregoing) of another corporation, company, joint venture, trust or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with such action, suit or proceeding if Executive acted in good faith and in a manner Executive reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Executive’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or pleas of nolo contendere or its equivalent, shall not of itself create a presumption that Executive did not act in good faith or did not act in a manner which Executive reasonably believed to be in and not opposed to the best interests of the Company, and CH01/DOVEM/263704.5 2684617v3 with respect to any criminal action or proceeding, had reasonable cause to believe that Executive’s conduct was unlawful.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify Executive in the ---------------------------- event that Executive was or is a party, party or is threatened to be made a party, party to any threatened, pending or contemplated action, suitpending, or proceeding, whether civil, criminal, administrative or investigative completed Proceeding: (a) other than an action by or in the right of Company, arising out of the Company) performance of Executive's duties with Company or by reason of the fact that Executive he is or was an officer officer, director, employee or Board member agent of the Company, or is or was serving at the request of the Company as a board membermanager, director, trustee, officer, employee, or officer (agent of any other company, nonprofit or in any capacity equivalent to any of the foregoing) of another for-profit corporation, companypartnership, joint venture, trust trust, or other enterprise, against expenses (expenses, including reasonable attorneys’ attorney's fees), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by Executive in connection with such action, suit or proceeding Proceeding if Executive he acted in good faith and in a manner Executive he reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Executive’s his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, or settlement, conviction or pleas upon a plea of nolo contendere or its equivalent, shall not not, of itself itself, create a presumption that Executive did not act in good faith or did not act and in a manner which Executive he reasonably believed to be in and in, or not opposed to to, the best interests of the CompanyCompany and, and with respect to any criminal action or proceedingProceeding, he had reasonable cause to believe that Executive’s his conduct was unlawful. (b) by or in the right of Company to procure a judgment in its favor, arising out of the performance of Executive's duties with Company or by reason of the fact that he is or was an officer, director, employee, or agent of Company, or is or was serving at the request of Company as a manager, director, trustee, officer, employee, or agent of any other company, nonprofit or for- profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by Executive in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Executive is adjudged to have engaged in conduct which would otherwise allow Company to terminate Executive for Cause, unless and only to the extent that the court in which such Proceeding was brought determines upon application that, despite the adjudication of such conduct, but in view of all the circumstances of the case, Executive is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. (c) Without limiting the generality of the foregoing, to the extent that Executive has been successful on the merits or otherwise in defense of any Proceeding referred to in clause (a) or clause (b) of this Section, or in defense of any claim, issue or matter therein, Company shall indemnify him against expenses, including, without limitation, attorneys' fees actually and reasonably incurred by him in connection with the Proceeding. (d) Indemnifiable expenses incurred by Executive shall be paid by Company in advance of the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Company as authorized in this Section 12.

Indemnification of Executive. (a) Executive shall not be responsible for any of the actions of the Company prior to signing this Agreement (except such actions resulting from the gross negligence or willful misconduct of Executive), and the Company agrees to indemnify Executive for any liability from such prior actions of the Company (except such actions resulting from the gross negligence or willful misconduct of Executive). (b) To the fullest extent permitted under law, the Company shall indemnify ---------------------------- Executive in the event that Executive was or is a party, party or is threatened to be made a party, party to any threatened, pending or contemplated action, suitpending, or proceeding, whether civil, criminal, administrative or investigative completed Proceeding: (a) other than an action by or in the right of Company, arising out of the Company) performance of Executive's duties with Company or by reason of the fact that Executive he is or was an officer officer, director, employee or Board member agent of the Company, or is or was serving at the request of the Company as a board membermanager, director, trustee, officer, employee, or officer (agent of any other company, nonprofit or in any capacity equivalent to any of the foregoing) of another for-profit corporation, companypartnership, joint venture, trust trust, or other enterprise, against expenses (expenses, including reasonable attorneys’ attorney's fees), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by Executive in connection with such action, suit or proceeding Proceeding if Executive he acted in good faith and in a manner Executive he reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Executive’s his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, or settlement, conviction or pleas upon a plea of nolo contendere or its equivalent, shall not not, of itself itself, create a presumption that Executive did not act in good faith or did not act and in a manner which Executive he reasonably believed to be in and in, or not opposed to to, the best interests of the CompanyCompany and, and with respect to any criminal action or proceedingProceeding, he had reasonable cause to believe that Executive’s his conduct was unlawful. (b) by or in the right of Company to procure a judgment in its favor, arising out of the performance of Executive's duties with Company or by reason of the fact that he is or was an officer, director, employee, or agent of Company, or is or was serving at the request of Company as a manager, director, trustee, officer, employee, or agent of any other company, nonprofit or for-profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by Executive in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Executive is adjudged to have engaged in conduct which would otherwise allow Company to terminate Executive for Cause, unless and only to the extent that the court in which such Proceeding was brought determines upon application that, despite the adjudication of such conduct, but in view of all the circumstances of the case, Executive is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. (c) Without limiting the generality of the foregoing, to the extent that Executive has been successful on the merits or otherwise in defense of any Proceeding referred to in clause (a) or clause (b) of this Section, or in defense of any claim, issue or matter therein, Company shall indemnify him against expenses, including, without limitation, attorneys' fees actually and reasonably incurred by him in connection with the Proceeding. (d) Indemnifiable expenses incurred by Executive shall be paid by Company in advance of the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Company as authorized in this Section 12.