Common use of Indemnification of Executive Clause in Contracts

Indemnification of Executive. Company shall indemnify Executive in the ---------------------------- event that Executive was or is a party or is threatened to be made a party to any threatened, pending, or completed Proceeding: (a) other than an action by or in the right of Company, 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, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Executive in connection with 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 and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, or settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Executive did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company and, with respect to any criminal Proceeding, he had reasonable cause to believe that 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, pendingpending or contemplated action, suit, or completed Proceeding: proceeding, whether civil, criminal, administrative or investigative (a) other than an action by or in the right of the Company, arising out of the performance of Executive's duties with Company or ) by reason of the fact that he Executive is an officer or was an officer, director, employee or agent Board member of the Company, or is or was serving at the request of the Company as a manager, director, trustee, officer, employeeboard member, or agent officer (or in any capacity equivalent to any of any other company, nonprofit or for-profit the foregoing) of another corporation, partnershipcompany, joint venture, trust, trust or other enterprise, against expenses, expenses (including attorney's reasonable attorneys’ fees), judgments, fines, fines and amounts paid in settlement, settlement actually and reasonably incurred by Executive in connection with such Proceeding action, suit or proceeding if he Executive acted in good faith and in a manner he Executive reasonably believed to be in, in or not opposed to, to the best interests of Company the Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe his Executive’s conduct was unlawful. The termination of any Proceeding action, suit or proceeding by judgment, order, or settlement, conviction or upon a plea pleas of nolo contendere or its equivalent, shall not, not of itself, itself create a presumption that Executive did not act in good faith and or did not act in a manner he which Executive reasonably believed to be in, or in and not opposed to, to the best interests of Company andthe Company, and with respect to any criminal Proceedingaction or proceeding, he had reasonable cause to believe that his Executive’s 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. Company shall indemnify Executive in the ---------------------------- event that Executive was or is a party or is threatened to be made a party to any threatened, pending, or completed Proceeding: (a) other than an action by or in the right of Company, arising out of the performance of Executive's ’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 ’s fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Executive in connection with 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 and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, or settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Executive did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company and, with respect to any criminal Proceeding, he had reasonable cause to believe that 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 ’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 ’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. Company shall indemnify Executive in ---------------------------- the ---------------------------- event that Executive was or is a party or is threatened to be made a party to any threatened, pending, or completed Proceeding: (a) other than an action by or in the right of Company, 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, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Executive in connection with 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 and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, or settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Executive did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company and, with respect to any criminal Proceeding, he had reasonable cause to believe that 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. Company shall indemnify Executive in the ---------------------------- event that Executive was or is a party or is threatened to be made a party to any threatened, pending, or completed Proceeding: (a) other than an action by or in the right of Company, arising out of the performance of Executive's ’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 for_profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's ’s fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Executive in connection with 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 and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, or settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Executive did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company and, with respect to any criminal Proceeding, he had reasonable cause to believe that 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 ’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 for_profit corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's ’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. Company shall indemnify Executive in the ---------------------------- event that Executive was or is a party or is threatened to be made a party to any threatened, pending, or completed Proceeding: (a) other than an action by or in the right of Company, 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, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Executive in connection with 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 and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, or settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Executive did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company and, with respect to any criminal Proceeding, he had reasonable cause to believe that 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-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, pendingpending or contemplated action, suit, or completed Proceeding: proceeding, whether civil, criminal, administrative or investigative (a) other than an action by or in the right of the Company, arising out of the performance of Executive's duties with Company or ) by reason of the fact that he Executive is an officer or was an officer, director, employee or agent Board member of the Company, or is or was serving at the request of the Company as a manager, director, trustee, officer, employeeboard member, or agent officer (or in any capacity equivalent to any of any other company, nonprofit or for-profit the foregoing) of another corporation, partnershipcompany, joint venture, trust, trust or other enterprise, against expenses, expenses (including attorney's reasonable attorneys’ fees), judgments, fines, fines and amounts paid in settlement, settlement actually and reasonably incurred by Executive in connection with such Proceeding action, suit or proceeding if he Executive acted in good faith and in a manner he Executive reasonably believed to be in, in or not opposed to, to the best interests of Company the Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe his Executive’s conduct was unlawful. The termination of any Proceeding action, suit or proceeding by judgment, order, or settlement, conviction or upon a plea pleas of nolo contendere or its equivalent, shall not, not of itself, itself create a presumption that Executive did not act in good faith and or did not act in a manner he which Executive reasonably believed to be in, or in and not opposed to, to the best interests of Company andthe Company, and CH01/DOVEM/263703.4 2684618v3 with respect to any criminal Proceedingaction or proceeding, he had reasonable cause to believe that his Executive’s 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. Company shall indemnify ---------------------------- Executive in the ---------------------------- event that Executive was or is a party or is threatened to be made a party to any threatened, pending, or completed Proceeding: (a) other than an action by or in the right of Company, 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, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Executive in connection with 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 and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, or settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Executive did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company and, with respect to any criminal Proceeding, he had reasonable cause to believe that 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. Company shall indemnify Executive in the ---------------------------- event that Executive was or is a party or is threatened to be made a party to any threatened, pending, or completed Proceeding: (a) other than an action by or in the right of Company, 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, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Executive in connection with 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 and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, or settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Executive did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Company and, with respect to any criminal Proceeding, he had reasonable cause to believe that 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, pendingpending or contemplated action, suit, or completed Proceeding: proceeding, whether civil, criminal, administrative or investigative (a) other than an action by or in the right of the Company, arising out of the performance of Executive's duties with Company or ) by reason of the fact that he Executive is an officer or was an officer, director, employee or agent Board member of the Company, or is or was serving at the request of the Company as a manager, director, trustee, officer, employeeboard member, or agent officer (or in any capacity equivalent to any of any other company, nonprofit or for-profit the foregoing) of another corporation, partnershipcompany, joint venture, trust, trust or other enterprise, against expenses, expenses (including attorney's reasonable attorneys’ fees), judgments, fines, fines and amounts paid in settlement, settlement actually and reasonably incurred by Executive in connection with such Proceeding action, suit or proceeding if he Executive acted in good faith and in a manner he Executive reasonably believed to be in, in or not opposed to, to the best interests of Company the Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe his Executive’s conduct was unlawful. The termination of any Proceeding action, suit or proceeding by judgment, order, or settlement, conviction or upon a plea pleas of nolo contendere or its equivalent, shall not, not of itself, itself create a presumption that Executive did not act in good faith and or did not act in a manner he which Executive reasonably believed to be in, or in and not opposed to, to the best interests of Company andthe Company, and CH01/DOVEM/263704.5 2684617v3 with respect to any criminal Proceedingaction or proceeding, he had reasonable cause to believe that his Executive’s 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.