Common use of Initial Indemnity Clause in Contracts

Initial Indemnity. The Company shall indemnify the Indemnitee, if or when the Indemnitee is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee is or was an officer, employee or agent of the Company or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager or agent of a corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually incurred or paid by the Indemnitee in connection with such Action including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed to the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a director or an officer, employee or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when he is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director or an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the "Board") by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (f) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a director or an officer, employee or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director or an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the "Board") by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (e) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an officer, employee or agent a director of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the "Board") by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (e) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become an officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was or had agreed to become an officer, employee or agent officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys’ and others’ fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2 (a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’ and others fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) A11 expenses (including attorneys’ and others’, fees and expenses) incurred by the Indemnitee in his capacity as an officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgmentrights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. The Company shall indemnify the Indemnitee, if or Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative (and whether formal or informal, other than an action by or in the right of the Company), by reason of the fact that the Indemnitee is or was an a director, officer, employee or agent of the Company Company, or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager employee or agent of a another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, whether for profit or by reason of any action alleged to have been taken or omitted in any such capacitynot, against (i) any and all reasonable costsexpenses, charges and expenses (includingincluding attorneys' fees, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, finespenalties, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action including any appeal of action, suit or from any judgment or decision, unless it is proved by clear proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of the Company. In additionCompany or its shareholders, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s such conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, will equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy act in good faith and in a manner which the foregoing standards of conduct Indemnitee reasonably believed to be in or not opposed to the extent applicable theretobest interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)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 the Indemnitee he is or was a Director or an officer, employee or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of “nolo contendere contendere” or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when he is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director or an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Directors of the Company (the “Board”) by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court in which such action, suit or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit or proceeding under the procedure set forth in Section 4(b) hereof. (e) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involve services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and vice versa.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceeding (collectively, “Action”)claim, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an officer, employee or agent a director and/or officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee that is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee that is an officer of the Company but not a director of the Company, if the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit, proceeding or claim by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards applicable standard of conduct conduct. (b) The Company shall indemnify the Indemnitee if or when he is a party or is threatened to be made a party, to any threatened, pending or completed action, suit, proceeding or claim by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all Expenses, judgments, fines and amounts paid in settlement actually incurred by the Indemnitee in connection therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee that is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee that is an officer of the Company but not a director of the Company, if the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing provisions of this Section 2(b), no indemnification pursuant to this Section 2(b) shall be made (A) in the case of an Indemnitee that is an officer but not a director of the Company, in respect of any claim, issue or matter as to which the Indemnitee is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless, and only to the extent that, the court of common pleas or other court in which such action, suit, proceeding or claim was brought determines, notwithstanding any adjudication of liability, that in view of all the circumstances of the case the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses, judgments, fines and amounts paid in settlement as such court of common pleas or other court shall deem proper, or (B) in the case of an Indemnitee that is a director of the Company, in respect of any action, suit, proceeding or claim in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) hereof (unless ordered by the court in which such action, suit, proceeding or claim was brought) shall be made by the Company only upon a determination relating to the specific case that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable theretostandard of conduct set forth in Section 2(a) or 2(b) hereof. Prior to a Change in Control (as defined in Section 5 hereof), such determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote or consent of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit, proceeding or claim (“Disinterested Directors”) or (ii) if such a quorum of Disinterested Directors is not available or if a majority of such quorum so directs, by Independent Counsel in a written opinion to the Board (with a copy to the Indemnitee; provided, however, that if the Indemnitee is no longer serving as a director of the Company or as an officer of the Company at the time that such action, suit, proceeding or claim is initiated, then such determination shall be made by Independent Counsel in a written opinion to the Board (with a copy to the Indemnitee), unless the Indemnitee shall have elected in writing to have such determination made by a majority vote or consent of a quorum of Disinterested Directors, in which case such determination shall be made by such quorum of Disinterested Directors. Following a Change in Control, such determination shall be made by Independent Counsel in a written opinion to the Board (with a copy to Indemnitee), unless the Indemnitee shall have elected in writing to have such determination made by a majority vote or consent of a quorum consisting of Disinterested Directors, in which case such determination shall be made by such quorum of Disinterested Directors. For purposes of this Agreement, the term “Independent Counsel” means nationally recognized legal counsel designated for such purpose by the Indemnitee and reasonably acceptable to a majority of the Continuing Directors (as defined in Section 5 hereof), even if less than a quorum, which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for (x) the Company, (y) any person who may be indemnified in such action, suit, proceeding or claim, or (z) any holder of 5% or more of the shares of any class of voting stock of the Company.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an officer, employee or agent a director of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when he is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the "Board") by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (f) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee, member, manager or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an officer, employee or agent a Director of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, including without limitation, reasonable limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo no lo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification shall be made in respect of any action or suit in which the only liability asserted against Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code. (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Directors of the Company (the “Board”) by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (e) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and vice versa.

Initial Indemnity. (a) The Company Trust shall indemnify the IndemniteeIndemnitee when he was, if or when the Indemnitee is a party is, or is threatened to be made a party to named defendant or respondent (a "Party") in any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Companya "Proceeding"), by reason of the fact that the Indemnitee he is or was an a trustee, officer, employee or agent of the Company Trust, or is or was serving at the request of the Company Trust as a trustee, director, officer, employeepartner, member, manager trustee, manager, employee, or agent of a another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, limited liability company, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacityenterprise (an "Indemnified Capacity"), against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, penalties, fines, damages, liabilities, losses, penalties settlements and excise taxes and amounts paid in settlement of any such Action reasonable expenses (“Other Payments”), in each instance including attorneys' fees) ("Indemnified Amounts") actually incurred or paid by the Indemnitee in connection with such Action including any appeal of or from any judgment or decision, Proceeding unless it is proved by clear and convincing evidence in a court of competent jurisdiction that established that: (i) the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed of the Indemnitee was material to the best interests matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (ii) the Company. In additionIndemnitee actually received an improper personal benefit in money, with respect to any property or services; or (iii) in the case of a criminal investigation, action or proceedingProceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe that his act or omission was unlawful; provided, however, that indemnification may not be made in respect of any Proceeding by or in the Indemnitee’s conduct was lawfulright of the Trust in which the Indemnitee shall have been adjudged to be liable to the Trust. The termination of any Action Proceeding by judgment, order, settlementor settlement shall not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this section (the "Requisite Standard of Conduct"). If then required by the Maryland General Corporation Law (the "MGCL") or other applicable law, or the termination of any Proceeding by conviction, or upon a plea of nolo contendere or its equivalent, will notor an entry of an order of probation prior to judgement, of itself, shall create a rebuttable presumption that the Indemnitee did not satisfy meet the foregoing standards Requisite Standard of conduct Conduct. (b) The Trust shall not indemnify the Indemnitee under Section 2(a) hereof and/or advance expenses to the extent applicable theretoIndemnitee under Section 2(g) hereof in respect of any Proceeding brought by the Indemnitee against the Trust, except (i) for a Proceeding brought to enforce indemnification under this Agreement, or (ii) if the Declaration of Trust, the By-Laws, a resolution of the Board, or an agreement approved by the Board to which the Trust is a party expressly provide otherwise. (c) The Indemnitee may not be indemnified under Section 2(a) hereof in respect of any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee's capacity in the office of trustee in the Trust or in the elective or appointive office in the Trust held by the Indemnitee, or in the employment or agency relationship undertaken by the Indemnitee on behalf of the Trust (an "Official Capacity"), in which the Indemnitee was adjudged to be liable on the basis that personal benefit was improperly received. For purposes of this Agreement, the term "Official Capacity" shall not include service for any other foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee when he was or is a party or is threatened to be made a party to any pending, if threatened or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the name of the Company), by reason of the fact that he is or was or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the written request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses, including without limitation, attorneys' and others' fees and expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the written request of the Company as a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacitycase owned or controlled by the Company, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys' and others' fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the Certificate, Bylaws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in his capacity as a director or officer of the Company in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the Certificate or Bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the Certificate, Bylaws, the General Corporation Law of the State of Delaware (the "DGCL") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In addition, with respect to any criminal investigation, action or proceeding, the event that the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments Certificate or Bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee is determinedshall have voted in favor of such adoption as a director or holder of record of the Company's voting stock, by a court of competent jurisdiction to have had no reasonable cause to believe as the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretocase may be.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee to the greatest extent permitted by Ohio law, including but not limited to the provisions of the Ohio Revised Code (“ORC”) and the Regulations as such may be amended from time to time, if or when the Indemnitee he or she is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he or she is or was an a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a corporation, another corporation (domestic or foreign, nonprofit non-profit or for profit), a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his or her conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee to the greatest extent permitted by Ohio law, including but not limited to the provisions of the ORC and the Regulations as such may be amended from time to time, if or when he or she is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company (unless a court of competent jurisdiction determines that the Indemnitee nonetheless, in view of all the circumstances of the case, is fairly and reasonably entitled to indemnity to the extent deemed proper by such court), except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the ORC. (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested directors is not obtainable or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) (the “Independent Counsel”) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court in which such action, suit, or proceeding was brought; except that, if a Change of Control has occurred after the act or failure to act by the Indemnitee which is the subject of the determination and before the authorization of the indemnification, such authorization shall be made by Independent Counsel selected by the Indemnitee. If the determination of entitlement is to be made by Independent Counsel selected by the Board, the Company shall promptly give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If the determination of entitlement is to be made by Independent Counsel selected by the Indemnitee, the Indemnitee shall promptly give written notice to the Company advising it of the identity of the Independent Counsel so selected. The Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Company or the Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Section of the Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has ruled against such objection. If, within 30 days after submission by Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected or an Independent Counsel shall have been selected but an objection thereto shall have been properly made and remained unresolved, either the Company or Indemnitee may petition the Summit County Court of Common Pleas of the State of Ohio or other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel for purposes of this Agreement. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with his or her duties pursuant to this Agreement. A “Change of Control” will be deemed to occur if a majority of the members of the Board at the time the authorization is made were not either (i) members of the Board at the time of the act or failure to act by the Indemnitee which is the subject of the determination or (ii) nominated for election or appointed as directors by the vote of a majority of such members. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he or she shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b). (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and vice versa. (g) No amendment to the Amended and Restated Articles of Incorporation of the Company (the “Articles”) or the Regulations shall deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to this Agreement, except to the extent that such amendment is required by law to be given effect. No amendment to the Articles or the Regulations shall deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC, or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Shareholders, except to the extent that such amendment is required by law to be given effect. In the event that the Company shall purport to adopt any amendment to its Articles or Regulations or take any other action the effect of which is to deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC, or any such other law, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if Indemnitee when he was or when the Indemnitee is a party or is threatened to be made a party to any threatenedpending, pending threatened or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminaladministrative, administrative investigative or investigative criminal (other than an action by or in the right name of the Company), by reason of the fact that the Indemnitee he is or was an officer, employee or agent had agreed to become a [director][officer] of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (includingexpenses, including without limitation, reasonable attorneys' and others' fees and expenses of attorneys and/or others; all such costsexpenses, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action including therewith and any appeal of or from any judgment or decision, unless it is proved by clear therefrom if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere contendre or its equivalent, will equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee when he was or is a party or is threatened to made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a [director][officer] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costs, charges and expenses (including attorneys and others' fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement thereof or any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action with prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) and 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the articles of incorporation of the Company (the "Certificate"), Bylaws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the "Board"), by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this Section 2(d) in a written opinion, or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors, provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and other expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in his capacity as a director or officer of the Company in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the Certificate or Bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the Certificate. Bylaws, the Texas Business Corporation Act, as amended (the "TBCA") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the Certificate or Bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have voted in favor of such adoption as a director or holder of record of the Company's voting stock, as the case may be.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee, if or Indemnitee when the Indemnitee was or is involved in any manner (including without limitation as a party party, a deponent or a witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative investigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the such Indemnitee is or was an or had agreed to become a director (including service as a member of any committee of directors), officer, employee or employee, agent and/or "controlling person" (within the meaning of applicable securities laws) of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, directordirector (including service as a member of any committee of directors), officer, employeepartner, member, manager trustee, employee or agent (each an "Authorized Capacity") of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterpriseenterprise (each "Another Entity"), or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys' and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”' fees), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any actually and reasonably incurred by such Action (“Other Payments”), in each instance actually incurred or paid by the Indemnitee in connection with such Action including any appeal of or from any judgment or decision, unless it is proved by clear Proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner that such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceedingProceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the such Indemnitee’s 's conduct was lawfulunlawful. The termination of any Action Proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, equivalent will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standards standard of conduct to the extent applicable thereto. (a) The Company will indemnify the Indemnitee when such Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Indemnitee is or was or had agreed to become a director, officer, employee, agent and/or "controlling person" (within the meaning of applicable securities laws) of the Company, or is or was serving or had agreed to serve at the request of the Company in an Authorized Capacity of or for Another Entity, against any and all costs, charges and expenses (including attorneys' and others' fees) actually and reasonably incurred by him or her in connection with the investigation, preparation, defense, settlement or appeal of such Proceeding if the Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification will be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless, and only to the extent, that the Court of Chancery or the court in which the Proceeding was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper. (b) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of a Proceeding without prejudice, in the defense of any Proceeding referred to in Section 2(a) or Section 2(b) or in the defense of any claim, issue or matter in any such Proceeding, the Company will indemnify such Indemnitee against any (c) Any indemnification under Section 2(a) or Section 2(b) (unless ordered by a court) will be made by the Company only as authorized in the specific case upon a determination, in accordance with Section 4, that such indemnification is proper in the circumstances because the Indemnitee has met the applicable standards of conduct set forth in Section 2(a) and Section 2(b) (the "Indemnification Standards"). Such determination will be made in the manner set forth in Section 4(b). (d) Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Indemnitee in defending any Proceeding will be paid by the Company as incurred and in advance of the final disposition of such Proceeding in accordance with the procedure set forth in Section 4(e). (e) Notwithstanding anything in this Agreement to the contrary, the Indemnitee will not be entitled to indemnification or advancement of expenses pursuant hereto in connection with any Proceeding initiated by the Indemnitee against the Company (except for any Proceeding initiated by the Indemnitee pursuant to Section 6) unless the Company has joined in or consented to the initiation of such Proceeding.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she 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 her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee she is or was or had agreed to become an officer, employee or agent executive officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys’and others’fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee her in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if she acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner she reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, she shall be indemnified against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by her in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Law, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors, provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys’and others’, fees and expenses) incurred by the Indemnitee in her capacity as an executive officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgmentrights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, and whether or not the basis of such action, suit or proceeding is the Indemnitee's alleged action in an official capacity while serving as a director, officer, employee, agent, trustee, member or manager, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when he is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the "Board") by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (f) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein.

Initial Indemnity. (a) cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of "nolo contendere" or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company)Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director or an officer, employee or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges Expenses actually and expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). In additionSuch authorization shall be made (i) by the Directors of the Company (the "Board") by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, with respect to any criminal investigation, action suit or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company shall indemnify (the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order, settlement"Shareholders"), or conviction(iv) by the court in which such action, suit or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption proceeding was brought. (d) To the extent that the Indemnitee did not satisfy has been successful on the foregoing standards merits or otherwise, including, without limitation, the dismissal of conduct an action without prejudice, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit or proceeding under the procedure set forth in Section 4(b) hereof. (e) benefit plan, its participants or beneficiaries; references to the extent applicable theretomasculine shall include the feminine; and references to the singular shall include the plural and vice versa.

Initial Indemnity. (a) The Company Trust shall indemnify the IndemniteeIndemnitee when he was, if or when the Indemnitee is a party is, or is threatened to be made a party to named defendant or respondent, is a witness or is participating (a “Party”) in any threatened, pending or completed action, suit suit, arbitration, alternative dispute resolution mechanism, investigation, administrative or proceeding (collectively, “Action”)any other proceeding, whether civil, criminal, administrative or investigative investigative, including on appeal (other than an action by or in the right of the Companya “Proceeding”), by reason of the fact that the Indemnitee he is or was an a trustee, officer, employee or agent of the Company Trust, or is or was serving at the request of the Company Trust as a trustee, director, officer, employeepartner, member, manager trustee, manager, employee, or agent of a another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against enterprise (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as an “ExpensesIndemnified Capacity”), and (ii) against any and all judgments, penalties, fines, damages, liabilities, losses, penalties settlements and excise taxes and amounts paid in settlement of any such Action reasonable expenses (including attorneys’ fees) (“Other PaymentsIndemnified Amounts”), in each instance ) actually incurred or paid by the Indemnitee or on Indemnitee’s behalf in connection with such Action including any appeal of or from any judgment or decision, Proceeding unless it is proved by clear and convincing evidence in a court of competent jurisdiction that established that: (i) the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed of the Indemnitee was material to the best interests matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (ii) the Company. In additionIndemnitee actually received an improper personal benefit in money, with respect to any property or services; or (iii) in the case of a criminal investigation, action or proceedingProceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe that his act or omission was unlawful; provided, however, that indemnification may not be made in respect of any Proceeding by or in the Indemnitee’s conduct was lawfulright of the Trust in which the Indemnitee shall have been adjudged to be liable to the Trust. The termination of any Action Proceeding by judgment, order, settlementor settlement shall not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this section (the “Requisite Standard of Conduct”). If then required by the Maryland General Corporation Law (the “MGCL”) or other applicable law, or the termination of any Proceeding by conviction, or upon a plea of nolo contendere or its equivalent, will notor an entry of an order of probation prior to judgement, of itself, shall create a rebuttable presumption that the Indemnitee did not satisfy meet the foregoing standards Requisite Standard of conduct Conduct. (b) The Trust shall not indemnify the Indemnitee under Section 2(a) hereof and/or advance expenses to the extent applicable theretoIndemnitee under Section 2(g) hereof in respect of any Proceeding brought by the Indemnitee against the Trust, except (i) for a Proceeding brought to enforce indemnification under this Agreement, or (ii) if the Declaration of Trust, the By-Laws, a resolution of the Board, or an agreement approved by the Board to which the Trust is a party expressly provide otherwise. (c) The Indemnitee may not be indemnified under Section 2(a) hereof in respect of any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s capacity in the office of trustee in the Trust or in the elective or appointive office in the Trust held by the Indemnitee, or in the employment or agency relationship undertaken by the Indemnitee on behalf of the Trust (an “Official Capacity”), in which the Indemnitee was adjudged to be liable on the basis that personal benefit was improperly received. For purposes of this Agreement, the term “Official Capacity” shall not include service for any other foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative (and whether formal or informal, other than an action by or in the right of the Company), by reason of the fact that the Indemnitee is or was an a director, officer, employee or agent of the Company Company, or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager employee or agent of a another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, whether for profit or by reason of any action alleged to have been taken or omitted in any such capacitynot, against (i) any and all reasonable costsexpenses, charges and expenses (includingincluding attorneys' fees, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, finespenalties, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action including any appeal of action, suit or from any judgment or decision, unless it is proved by clear proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of the Company. In additionCompany or its shareholders, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s such conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, will equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy act in good faith and in a manner which the foregoing standards Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful. (b) The Company shall indemnify the Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of the Company or its shareholders. Indemnification shall not be made for a claim, issue or matter in which the Indemnitee has been found liable to the Company except to the extent the Court conducting the proceeding or another court of competent jurisdiction shall determine upon application that the Indemnitee is fairly and reasonably entitled to indemnification in view of all relevant circumstances whether or not the Indemnitee met the standard of conduct set forth in this paragraph (b) or was so adjudged liable to the Company, provided that if the Indemnitee was adjudged liable, such indemnification is limited to reasonable expenses incurred. (c) To the extent that the Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) hereof, or in defense of any claim, issue or matter in the action, suit or proceeding, the Indemnitee shall be indemnified against actual and reasonable expenses, including attorneys' fees incurred by the Indemnitee in connection with the action, suit or proceeding and an action suit or proceeding brought to enforce the mandatory indemnification provided in this Section. (d) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable theretoprovision of the Articles of Incorporation of the Company in effect from time to time, By-Laws, other agreement, resolution or otherwise. Such determination shall be made (i) by a majority vote of a quorum of the Board of Directors of the Company (the "Board") consisting of directors who are not parties or threatened to be made parties to such action, suit or proceeding or (ii) if such a quorum is not obtainable, by a majority vote of a committee duly designated by the Board consisting solely of two or more directors not at the time parties or threatened to be made parties to the suit, action, or proceeding or (iii) by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iv) by all independent directors who are not parties to such action, suit or proceeding or (v) by the shareholders of the Company (the "Shareholders"), but shares held by directors, officers, employees or agents who are parties or threatened to be made parties to the action suit or proceeding may not be voted. Independent legal counsel shall be designated by the Board or its Committee in the manner prescribed in Section 2(d)(i) or 2(d)(ii); provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). In the designation of a committee under subsection 2(d)(ii) or the selection of independent legal counsel by the Board, all directors may participate. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) If the Indemnitee is entitled to indemnification under Section 2(a) or 2(b) for a portion of expenses, including reasonable attorneys' fees, judgments, penalties, fines and amounts paid in settlement, but not for the total amount, the Company shall indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines or amounts paid in settlement for which the Indemnitee is entitled to be indemnified. (f) The Company shall pay or reimburse the reasonable expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in the Indemnitee's capacity as a director or officer of the Company who is a party or threatened to be made a party to an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding subject to the provisions of and in the manner prescribed by Section 4(b) hereof. (g) The Company shall not adopt any amendment to the Articles or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the Articles, By-Laws, the Business Corporation Act of the State of Michigan (the "BCA") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the (b) Upon application to a court by the Indemnitee pursuant to Section 564c of the BCA, and a determination of such court that the Indemnitee is fairly and reasonably entitled to indemnification, the Company shall pay to the Indemnitee the amount so ordered by the court.

Initial Indemnity. (a) The Company Corporation shall indemnify the Indemnitee, if or when the Indemnitee is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “"Action”"), whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCorporation), by reason of the fact that the Indemnitee is or was an a Director, officer, employee or agent of the Company Corporation or is or was serving at the request of the Company Corporation as a director, trustee, director, officer, employee, member, manager manager (3) Revise to reflect actual facts concerning insurance. (4) Delete or modify to reflect service with subsidiaries. (5) If the Indemnitee is only a director, and not an officer or employee, the reference to serving "at the will of the Corporation or in accordance with a separate contract..." may be eliminated. (6) Clarify employer; holding company officers are often employees of a subsidiary. or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“"Other Payments”"), in each instance actually incurred or paid by the Indemnitee in connection with such Action including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately (i) undertaken in a manner opposed with deliberate intent to cause injury to the Corporation or (ii) undertaken with reckless disregard for the best interests of the CompanyCorporation. In addition, with respect to any criminal investigation, action or proceeding, the Company Corporation shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s 's conduct was lawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceeding (collectively, “Action”)claim, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an officer, employee or agent a director and/or officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee who is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee who is an officer of the Company but not a director of the Company, if the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit, proceeding or claim by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards applicable standard of conduct conduct. (b) The Company shall indemnify the Indemnitee if or when he is a party or is threatened to be made a party, to any threatened, pending or completed action, suit, proceeding or claim by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all Expenses, judgments, fines and amounts paid in settlement actually incurred by the Indemnitee in connection therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee who is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee who is an officer of the Company but not a director of the Company, if the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing provisions of this Section 2(b), no indemnification pursuant to this Section 2(b) shall be made (A) in the case of an Indemnitee who is an officer but not a director of the Company, in respect of any claim, issue or matter as to which the Indemnitee is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless, and only to the extent that, the court of common pleas or other court in which such action, suit, proceeding or claim was brought determines, notwithstanding any adjudication of liability, that in view of all the circumstances of the case the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses, judgments, fines and amounts paid in settlement as such court of common pleas or other court shall deem proper, or (B) in the case of an Indemnitee who is a director of the Company, in respect of any action, suit, proceeding or claim in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) hereof (unless ordered by a court) shall be made by the Company only upon a determination relating to a specific case that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable theretostandard of conduct set forth in Section 2(a) or 2(b) hereof. Such determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote or consent of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, proceeding or claim, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) who shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court of common pleas or other court in which such action, suit, proceeding or claim was brought. Any determination made by the disinterested directors or by independent legal counsel under this Section 2(c) shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under Section 2(b) hereof, and, within ten days after receipt of that notification, the person shall have the right to petition the court of common pleas or the court in which the action or suit was brought to review the reasonableness of that determination. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, proceeding or claim referred to in Section 2(a) or 2(b) hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually incurred by him in connection therewith. (e) Expenses actually incurred by the Indemnitee in defending any action, suit, proceeding or claim referred to in Section 2(a) or 2(b) hereof, or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, proceeding or claim under the procedure set forth in Section 6(b) hereof. (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, member, manager or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and the word including is used by way of illustration only and not by way of limitation. (g) No amendment to the Second Amended Articles of Incorporation of the Company (the “Articles”) or the Regulations may deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Regulations, the ORC or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the shareholders of the Company. In the event that the Company shall purport to adopt any amendment to its Articles or Regulations or take any other action the effect of which is to deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC or any such other law, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she 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 her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee she is or was or had agreed to become an officer, employee or agent executive officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys’and others’fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee her in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if she acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner she reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, she shall be indemnified against costs, charges and expenses (including attorneys’and others’fees and expensed) actually and reasonably incurred by her in connection herewith. (d) Any indemnification under Sections 2 (a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys’and others’, fees and expenses) incurred by the Indemnitee in her capacity is an executive officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgmentrights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee, if Indemnitee when he was or when the Indemnitee is involved in any manner (including without limitation as a party or as a deponent or witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative investigative, formal or informal, and any appeals therefrom (a “Proceeding”) (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an or had agreed to become a director, officer, employee or agent of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeepartner, member, manager trustee, employee or agent (each an “Authorized Capacity”) of a another business, foreign or nonprofit corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterpriseenterprise (each “Another Entity”), or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys’ and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”’ fees), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee him in connection with such Action including any appeal of or from any judgment or decision, unless it is proved by clear Proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner that he reasonably believed to be in, or not opposed to to, the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceedingProceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action Proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, equivalent will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company will indemnify the Indemnitee when he was or is involved in any manner (including without limitation as a party, deponent or witness) or is threatened to be made so involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company in an Authorized Capacity of or for Another Entity, against any and all costs, charges and expenses (including attorneys’ and others’ fees), and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the Proceeding to conclusion, actually and reasonably incurred by him in connection with the defense or settlement of such Proceeding if the Indemnitee acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification will be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefor, to be liable for willful or intentional misconduct in the performance of his duty to the Company unless, and only to the extent, that the court in which the Proceeding was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the court deems proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of a Proceeding without prejudice, in the defense of any Proceeding referred to in Section 2(a) or Section 2(b) or in the defense of any claim, issue or matter in any such Proceeding, the Company will indemnify him against any and all costs, charges and expenses, including without limitation attorneys’ and others’ fees, actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Section 2(a), Section 2(b) or Section 2(c) (unless ordered by a court) will be made by the Company only as authorized in the specific case upon a determination, in accordance with Section 4, that such indemnification is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 2(a) and Section 2(b) (the “Indemnification Standards”). Such determination will be made in the manner set forth in Section 4(b). (e) Any and all costs, charges and expenses, including without limitation attorneys’ and others’ fees, actually and reasonably incurred by the Indemnitee in defending any Proceeding will be paid by the Company as incurred and in advance of the final disposition of such Proceeding in accordance with the procedure set forth in Section 4(e). (f) Notwithstanding anything in this Agreement to the contrary, the Indemnitee will not be entitled to indemnification or advancement of expenses pursuant hereto in connection with any Proceeding initiated by the Indemnitee against the Company (except for any Proceeding initiated by the Indemnitee pursuant to Section 6) unless the Company has joined in or consented to the initiation of such Proceeding.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an officer, employee or agent a Director of the Company or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager or agent of a corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, including without limitation, reasonable limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director of the Company against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification shall be made in respect of any action or suit in which the only liability asserted against Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code. (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Directors of the Company (the "Board") by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (e) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and VICE VERSA.

Initial Indemnity. (a) The Company shall will indemnify the IndemniteeIndemnitee when ----------------- he or she was or is involved in any manner (including without limitation as a party, if a deponent or when the Indemnitee is a party witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative investigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee he or she is or was an or had agreed to become a director, officer, employee or agent of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeepartner, member, manager trustee, employee or agent (each an "Authorized Capacity") of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterpriseenterprise (each "Another Entity"), or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys' and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”' fees), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred by him or paid by the Indemnitee her in connection with such Action including any appeal of or from any judgment or decision, unless it is proved by clear Proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceedingProceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his or her conduct was lawfulunlawful. The termination of any Action Proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, equivalent will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company will indemnify the Indemnitee when he or she was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was or had agreed to become a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company in an Authorized Capacity of or for Another Entity, against any and all costs, charges and expenses (including attorneys' and others' fees) actually and reasonably incurred by him or her in connection with the investigation, preparation, defense, settlement or appeal of such Proceeding if the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification will be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless, and only to the extent, that the Court of Chancery or the court in which the Proceeding was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of a Proceeding without prejudice, in the defense of any Proceeding referred to in Section 2(a) or Section 2(b) or in the defense of any claim, issue or matter in any such Proceeding, the Company will indemnify him or her against any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under Section 2(a), Section 2(b) or Section 2(c) (unless ordered by a court) will be made by the Company only as authorized in the specific case upon a determination, in accordance with Section 4, that such indemnification is proper in the circumstances because he or she has met the applicable standards of conduct set forth in Section 2(a) and Section 2(b) (the "Indemnification Standards"). Such determination will be made in the manner set forth in Section 4(b). (e) Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Indemnitee in defending any Proceeding will be paid by the Company as incurred and in advance of the final disposition of such Proceeding in accordance with the procedure set forth in Section 4(e). (f) Notwithstanding anything in this Agreement to the contrary, the Indemnitee will not be entitled to indemnification or advancement of expenses pursuant hereto in connection with any Proceeding initiated by the Indemnitee against the Company (except for any Proceeding initiated by the Indemnitee pursuant to Section 6) unless the Company has joined in or consented to the initiation of such Proceeding.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee when he was or is a party or is threatened to be made a party to any pending, if threatened or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the name of the Company), by reason of the fact that he is or was or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses, including without limitation, attorneys’ and others’ fees and expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contender or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an officer, employee or agent had agreed to become a director or officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys’ and others’ fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the certificate of incorporation of the Company (the “Certificate”), Bylaws, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”), with respect by a majority vote of a quorum consisting of directors who were not parties to any criminal investigationsuch action, action suit or proceeding, or (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this Section 2(d)) in a written opinion, or (iii) by the stockholders of the Company (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company of the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys’ and others’ fees and expenses) incurred by the Indemnitee in his capacity as a director or officer of the Company in defending a civil or criminal action, suit or proceedings shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the Certificate or Bylaws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, Bylaws, the General Corporation Law of the State of Delaware (the “DGCL”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments Certificate or Bylaws the effect of which is to so deny, diminish or encumber the Indemnitee’s rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee is determinedshall have voted in favor of such adoption as a director or holder of record of the Company’s voting stock, by a court of competent jurisdiction to have had no reasonable cause to believe as the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretocase may be.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)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 the Indemnitee he is or was an officer, employee or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of "nolo contendere contendere" or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification shall be made in respect of any action or suit in which the only liability asserted against Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made ( i ) by the Directors of the Company (the "Board") by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court in which such action, suit or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit or proceeding under the procedure set forth in Section 4(b) hereof. (e) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and VICE VERSA.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a Director or an officer, employee or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director or an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Directors of the Company (the “Board”) by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not obtainable or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b). (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and vice versa. (g) No amendment to the Amended Articles of Incorporation of the Company (the “Articles”) or the Regulations shall deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to this Agreement, except to the extent that such amendment is required by law to be given effect. No amendment to the Articles or the Regulations shall deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC, or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Shareholders, except to the extent that such amendment is required by law to be given effect. In the event that the Company shall purport to adopt any amendment to its Articles or Regulations or take any other action the effect of which is to deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC, or any such other law, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative (and whether formal or informal, other than an action by or in the right of the Company), by reason of the fact that the Indemnitee is or was an a director, officer, employee or agent of the Company Company, or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager employee or agent of a another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, whether for profit or by reason of any action alleged to have been taken or omitted in any such capacitynot, against (i) any and all reasonable costsexpenses, charges and expenses (includingincluding attorneys' fees, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, finespenalties, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action including any appeal of action, suit or from any judgment or decision, unless it is proved by clear proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of the Company. In additionCompany or its shareholders, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s such conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, will equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy act in good faith and in a manner which the foregoing standards of conduct Indemnitee reasonably believed to be in or not opposed to the extent applicable theretobest interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful. (b) The Company shall indemnify the Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she 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 her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemniteewho was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee she is or was or had agreed to become an officer, employee or agent executive officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys’and others’fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee her in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if she acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner she reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, she shall be indemnified against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by her in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’and others fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) Al1 expenses (including attorneys' and others', fees and expenses) incurred by the Indemnitee in her capacity as an executive officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgmentrights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a Director or an officer, employee or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company 2 indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director or an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Directors of the Company (the "Board") by a majority vote of a quorum consisting of Directors who were not and are no parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not obtainable or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b). (e) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and vice versa.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee when he was or is a party or is threatened to be made a party to any pending, if threatened or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the name of the Company), by reason of the fact that he is or was or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses, including without limitation, attorneys' and others' fees and expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an officer, employee or agent had agreed to become a director or officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys' or others' fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) and 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the Certificate, the Bylaws, other agreements, resolutions or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the "Board"), with respect by a majority vote of a quorum consisting of directors who were not parties to any criminal investigationsuch action, action suit or proceeding, or (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion, or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in his capacity as a director or officer of the Company in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding subject to and in the manner prescribed by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the Certificate or the Bylaws, the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the Certificate, the Bylaws, the General Corporation Law of the State of Delaware (the "DGCL") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments Certificate or the Bylaws, the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee is determinedshall have voted in favor of such adoption as a director or holder of record of the Company's voting stock, by a court of competent jurisdiction to have had no reasonable cause to believe as the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretocase may be.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceeding (collectively, “Action”)claim, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an officer, employee or agent a director and/or officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee that is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee that is an officer of the Company but not a director of the Company, if the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit, proceeding or claim by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards applicable standard of conduct conduct. (b) The Company shall indemnify the Indemnitee if or when he is a party or is threatened to be made a party, to any threatened, pending or completed action, suit, proceeding or claim by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all Expenses, judgments, fines and amounts paid in settlement actually incurred by the Indemnitee in connection therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee that is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee that is an officer of the Company but not a director of the Company, if the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing provisions of this Section 3(b), no indemnification pursuant to this Section 3(b) shall be made (A) in the case of an Indemnitee that is an officer but not a director of the Company, in respect of any claim, issue or matter as to which the Indemnitee is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless, and only to the extent that, the court of common pleas or other court in which such action, suit, proceeding or claim was brought determines, notwithstanding any adjudication of liability, that in view of all the circumstances of the case the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses, judgments, fines and amounts paid in settlement as such court of common pleas or other court shall deem proper, or (B) in the case of an Indemnitee that is a director of the Company, in respect of any action, suit, proceeding or claim in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the ORC. (c) Any indemnification under Section 3(a) or Section 3(b) (unless ordered by the court in which such action, suit, proceeding or claim was brought) shall be made by the Company only upon a determination relating to the specific case that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable theretostandard of conduct set forth in Section 3(a) or Section 3(b). Prior to a Change in Control, such determination shall be made (i) by the Board by a majority vote or consent of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit, proceeding or claim (“Disinterested Directors”) or (ii) if such a quorum of Disinterested Directors is not available or if a majority of such quorum so directs, by Independent Counsel in a written opinion to the Board (with a copy to the Indemnitee; provided, however, that if the Indemnitee is no longer serving as a director of the Company or as an officer of the Company at the time that such action, suit, proceeding or claim is initiated, then such determination shall be made by Independent Counsel in a written opinion to the Board (with a copy to the Indemnitee), unless the Indemnitee shall have elected in writing to have such determination made by a majority vote or consent of a quorum of Disinterested Directors, in which case such determination shall be made by such quorum of Disinterested Directors. Following a Change in Control, such determination shall be made by Independent Counsel in a written opinion to the Board (with a copy to the Indemnitee), unless the Indemnitee shall have elected in writing to have such determination made by a majority vote or consent of a quorum consisting of Disinterested Directors, in which case such determination shall be made by such quorum of Disinterested Directors. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, proceeding or claim referred to in Section 3(a) or Section 3(b), or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually incurred by him in connection therewith. (e) Expenses actually incurred by the Indemnitee in defending any action, suit, proceeding or claim referred to in Section 3(a) or Section 3(b), or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, proceeding or claim under the procedure set forth in Section 5(b). (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, member, manager or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and the word including is used by way of illustration only and not by way of limitation. (g) No amendment to the Articles or the Regulations may deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Regulations, the ORC or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the shareholders of the Company. In the event that the Company shall purport to adopt any amendment to its Articles or Regulations or take any other action the effect of which is to deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC or any such other law, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)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 the Indemnitee he is or was an officer, employee a Director or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of "nolo contendere contendere" or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when he is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director or an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Directors of the Company (the "Board") by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court in which such action, suit or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit or proceeding under the procedure set forth in Section 4(b) hereof. (e) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involve services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and VICE VERSA.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee, if Indemnitee when he or when the Indemnitee she was or is involved in any manner (including without limitation as a party or as a deponent or witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative investigative, formal or informal, and any appeals therefrom (a “Proceeding”) (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee he or she is or was an or had agreed to become a director, officer, employee or agent of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeepartner, member, manager trustee, employee or agent (each an “Authorized Capacity”) of a another business, foreign or nonprofit corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterpriseenterprise (each “Another Entity”), or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys’ and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”’ fees), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred by him or paid by the Indemnitee her in connection with such Action including any appeal of or from any judgment or decision, unless it is proved by clear Proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner that he or she reasonably believed to be in, or not opposed to to, the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceedingProceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his or her conduct was lawfulunlawful. The termination of any Action Proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, equivalent will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company will indemnify the Indemnitee when he or she was or is involved in any manner (including without limitation as a party, deponent or witness) or is threatened to be made so involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was or had agreed to become a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company in an Authorized Capacity of or for Another Entity, against any and all costs, charges and expenses (including attorneys’ and others’ fees), and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the Proceeding to conclusion, actually and reasonably incurred by him or her in connection with the defense or settlement of such Proceeding if the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification will be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefor, to be liable for willful or intentional misconduct in the performance of his or her duty to the Company unless, and only to the extent, that the court in which the Proceeding was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the court deems proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of a Proceeding without prejudice, in the defense of any Proceeding referred to in Section 2(a) or Section 2(b) or in the defense of any claim, issue or matter in any such Proceeding, the Company will indemnify him or her against any and all costs, charges and expenses, including without limitation attorneys’ and others’ fees, actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under Section 2(a), Section 2(b) or Section 2(c) (unless ordered by a court) will be made by the Company only as authorized in the specific case upon a determination, in accordance with Section 4, that such indemnification is proper in the circumstances because he or she has met the applicable standards of conduct set forth in Section 2(a) and Section 2(b) (the “Indemnification Standards”). Such determination will be made in the manner set forth in Section 4(b). (e) Any and all costs, charges and expenses, including without limitation attorneys’ and others’ fees, actually and reasonably incurred by the Indemnitee in defending any Proceeding will be paid by the Company as incurred and in advance of the final disposition of such Proceeding in accordance with the procedure set forth in Section 4(e). (f) Notwithstanding anything in this Agreement to the contrary, the Indemnitee will not be entitled to indemnification or advancement of expenses pursuant hereto in connection with any Proceeding initiated by the Indemnitee against the Company (except for any Proceeding initiated by the Indemnitee pursuant to Section 6) unless the Company has joined in or consented to the initiation of such Proceeding.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)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 the Indemnitee he is or was an officer, employee or agent a Director of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “"Expenses”"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company 2 indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of "nolo contendere contendere" or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification shall be made in respect of any action or suit in which the only liability asserted against Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made ( i ) by the Directors of the Company (the "Board") by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "Shareholders"), or (iv) by the court in which such action, suit or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit or proceeding under the procedure set forth in Section 4(b) hereof. (e) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and VICE VERSA.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed 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 he is or was or had agreed to become a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any actual or alleged act or failure to act in such capacity, against any and all costs, charges and expenses (including attorneys' and others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding (and any appeal therefrom) if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner he 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 reasonable cause to believe his conduct was unlawful. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an or had agreed to become a director, officer, employee or agent of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys' and others' fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee in connection with the defense or settlement of such Action including action, suit or proceeding (or any appeal of or from any judgment or decision, unless it is proved by clear therefrom) if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including (without limitation) the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b), or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by the Indemnitee in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination, made in accordance with this Section 2(d), Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise, that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Sections 2(a) or 2(b). Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum of the entire Board of Directors of the Company (the "Board"), (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum of the entire Board, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iv) by the stockholders of the Company (the "Stockholders"). In addition, with respect if the Indemnitee is not an officer or director of the Company at the time of such determination, such determination may also be made by a majority vote of the directors who then constitute the entire Board, at a meeting at which a quorum is present and acting. Independent legal counsel shall be designated by vote of a majority of the directors who are not parties to any criminal investigationsuch action, action suit or proceeding, even though less than a quorum of the entire Board; provided, however, that if such directors are unable or fail to so designate, such designation shall be made by the Indemnitee subject to the approval of a majority of such directors (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company shall pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in defending an actual or threatened civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the Certificate, By-Laws, the General Corporation Law of the State of Delaware (the "DCGL") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgment's rights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, including without limitation, reasonable limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when he is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a Director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to herein. (g) No amendment to the Amended Articles of Incorporation of the Company (the “Articles”), or the Regulations shall deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Regulations, the Ohio Revised Code (the “ORC”), or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Shareholders. In the event that the Company shall purport to adopt any amendment to its Articles or Regulations or take any other action, the effect of which is to deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC, or any such other law, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become a [director] [executive officer] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he reasonably believed to 2 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an or had agreed to become a [director] [executive officer, employee or agent ] of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys' and others' fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the "Board") by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the "Stockholders"). Independent legal counsel shall indemnify be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee against Expenses and Other Payments unless subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable thereto.in an action to

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee when he was or is a party or is threatened to be made a party to any pending, if threatened or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the name of the Company), by reason of the fact that he is or was or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the written request of the Company as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses, including without limitation, attorneys' and others' fees and expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the written request of the Company as a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacitycase owned or controlled by the Company, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys' and others' fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the Certificate, Bylaws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in his capacity as a director or officer of the Company in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the Certificate or Bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the Certificate, Bylaws, the General Corporation Law of the State of Delaware (the "DGCL") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In addition, with respect to any criminal investigation, action or proceeding, the event that the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments Certificate or Bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee is determinedshall have voted in favor of such adoption as a director or holder of record of the Company's voting stock, by a court of competent jurisdiction to have had no reasonable cause to believe as the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretocase may be.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, including without limitation, reasonable limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”"EXPENSES"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when he is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the "BOARD") by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "SHAREHOLDERS"), or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b) hereof. (f) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a Director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become an [officer] [director] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys' and others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was or had agreed to become an [officer, employee or agent ] [director] of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys' and others' fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2 (a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof any applicable provision of the Certificate, By-Laws or resolution of the Board of Directors of the Company. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the "Board") by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in his capacity as an officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity or encumber the Indemnitee's rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the "Corporation Act") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination 's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof. (g) Notwithstanding any other provision of any Action by judgmentthis Agreement, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretothat Indemnitee is, by reason of the fact that he is or was or had agreed to become an officer or the Company or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, a witness in any proceeding, he shall be indemnified against all costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him or on his behalf in connection therewith.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become a director or executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or committed in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure judgment in its favor by reason of the fact that the Indemnitee he is or was an officer, employee or agent had agreed to become a director or executive officer of the Company Company, or is or was serving at or had agreed to serve it the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys’and others’fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court, or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2 (a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not he unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys’ and others’ fees and expenses) incurred by the Indemnitee in his capacity as a director or executive officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgmentrights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was or had agreed to become an officer, employee or agent executive officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys’ and others’ fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2 (a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’ and others fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) A11 expenses (including attorneys’ and others’, fees and expenses) incurred by the Indemnitee in his capacity as an executive officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgmentrights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee when he was or is a party or is threatened to be made a party to any pending, if threatened or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the name of the Company), by reason of the fact that he is or was or had agreed to become an officer or director of the Company, or is or was serving or had agreed to serve at the written request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses, including without limitation, attorneys’ and others’ fees and expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was or had agreed to become an officer or director of the Company, or is or was serving or had agreed to serve at the written request of the Company as a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacitycase owned or controlled by the Company, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable including attorneys’ and others’ fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the Certificate, bylaws of the Company (“Bylaws”), other agreement, resolution or otherwise. Such determination shall be made (i) by the Board, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by the stockholders of the Company (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys’ and others’ fees and expenses) incurred by the Indemnitee in his capacity as an officer or director of the Company in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the Certificate or Bylaws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, Bylaws, the General Corporation Law of the State of Delaware (the “DGCL”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board or the Stockholders, as the case may be. In addition, with respect to any criminal investigation, action or proceeding, the event that the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments Certificate or Bylaws the effect of which is to so deny, diminish or encumber the Indemnitee’s rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee is determinedshall have voted in favor of such adoption as a holder of record of the Company’s voting stock, by a court of competent jurisdiction to have had no reasonable cause to believe as the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretocase may be.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was an a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, including without limitation, reasonable limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”"EXPENSES"), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s 's action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when he is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this SECTION 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) Any indemnification under SECTION 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in SECTION 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the "BOARD") by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the "SHAREHOLDERS"), or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in SECTION 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or proceeding shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, or proceeding under the procedure set forth in SECTION 4(b) hereof. (f) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a Director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein. (g) No amendment to the Amended Articles of Incorporation of the Company (the "ARTICLES"), or the Regulations shall deny, diminish, or encumber the Indemnitee's rights to indemnity pursuant to the Regulations, the Ohio Revised Code (the "ORC"), or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "EFFECTIVE DATE") upon which the amendment was approved by the Shareholders. In the event that the Company shall purport to adopt any amendment to its Articles or Regulations or take any other action, the effect of which is to deny, diminish, or encumber the Indemnitee's rights to indemnity pursuant to the Articles, the Regulations, the ORC, or any such other law, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee [he/she] is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceeding (collectively, “Action”)claim, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee [he/she] is or was an officer, employee or agent a director and/or officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to in this Agreement as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee that is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee that is an officer of the Company but not a director of the Company, if the Indemnitee acted in good faith and in a manner which [he/she] reasonably believed to be in or not opposed to the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification under this Agreement shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s [his/her] conduct was lawfulunlawful. The termination of any Action action, suit, proceeding or claim by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards applicable standard of conduct conduct. (b) The Company shall indemnify the Indemnitee if or when [he/she] is a party or is threatened to be made a party, to any threatened, pending or completed action, suit, proceeding or claim by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a director and/or officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all Expenses, judgments, fines and amounts paid in settlement actually incurred by the Indemnitee in connection therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee that is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee that is an officer of the Company but not a director of the Company, if the Indemnitee acted in good faith and in a manner which [he/she] reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing provisions of this Section 3(b), no indemnification pursuant to this Section 3(b) shall be made (A) in the case of an Indemnitee that is an officer but not a director of the Company, in respect of any claim, issue or matter as to which the Indemnitee is adjudged to be liable for negligence or misconduct in the performance of [his/her] duty to the Company unless, and only to the extent that, the court of common pleas or other court in which such action, suit, proceeding or claim was brought determines, notwithstanding any adjudication of liability, that in view of all the circumstances of the case the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses, judgments, fines and amounts paid in settlement as such court of common pleas or other court shall deem proper, or (B) in the case of an Indemnitee that is a director of the Company, in respect of any action, suit, proceeding or claim in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the ORC. (c) Any indemnification under Section 3(a) or Section 3(b) (unless ordered by the court in which such action, suit, proceeding or claim was brought) shall be made by the Company only upon a determination relating to the specific case that indemnification of the Indemnitee is proper in the circumstances because [he/she] has met the applicable theretostandard of conduct set forth in Section 3(a) or Section 3(b). Prior to a Change in Control, such determination shall be made (i) by a majority vote or consent of a quorum consisting of directors [who are members of the Incumbent Board and] who were not and are not parties to or threatened with such action, suit, proceeding or claim (“Disinterested Directors”) or (ii) if such a quorum of Disinterested Directors is not available or if a majority of such quorum so directs, by Independent Counsel in a written opinion to the Board (with a copy to the Indemnitee); provided, however, that if the Indemnitee is no longer serving as a director of the Company or as an officer of the Company at the time that such action, suit, proceeding or claim is initiated, then such determination shall be made by Independent Counsel in a written opinion to the Board (with a copy to the Indemnitee), unless the Indemnitee shall have elected in writing to have such determination made by a majority vote or consent of a quorum of Disinterested Directors, in which case such determination shall be made by such quorum of Disinterested Directors. Following a Change in Control, such determination shall be made by Independent Counsel in a written opinion to the Board (with a copy to the Indemnitee), unless the Indemnitee shall have elected in writing to have such determination made by a majority vote or consent of a quorum consisting of Disinterested Directors, in which case such determination shall be made by such quorum of Disinterested Directors. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, proceeding or claim referred to in Section 3(a) or Section 3(b), or in defense of any claim, issue or matter therein, [he/she] shall be indemnified against Expenses actually incurred by [him/her] in connection therewith. (e) Expenses actually incurred by the Indemnitee in defending any action, suit, proceeding or claim referred to in Section 3(a) or Section 3(b), or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit, proceeding or claim under the procedure set forth in Section 5(b). (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, member, manager or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries. (g) No amendment to the Articles of Incorporation of the Company (the “Articles”) or the Regulations may deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the shareholders of the Company. In the event that the Company shall purport to adopt any amendment to its Articles or Regulations or take any other action the effect of which is to deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC or any such other law, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee [he/she] is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)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 the Indemnitee [he/she] is or was an officer, employee or agent a Director of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, and whether or not the basis of such action, suit or proceeding is the Indemnitee’s alleged action in an official capacity while serving as a director, officer, employee, agent, trustee, member or manager, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s [his/her] conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when [he/she] is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because [he/she] has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court of common pleas or other court in which such action, suit or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, [he/she] shall be indemnified against Expenses actually and reasonably incurred by [him/her] in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit or proceeding under the procedure set forth in Section 4(b). (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a Director, officer, employee, member, manager or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word “including” is used by way of illustration only and not by way of limitation. (g) No amendment to the Seventh Amended and Restated Articles of Incorporation of the Company (the “Articles”) or the Regulations shall deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to this Agreement, except to the extent that such amendment is required by law to be given effect. No amendment to the Articles or Regulations shall deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date upon which the amendment was approved by the Shareholders, except to the extent that such amendment is required by law to be given effect.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she 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 her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemniteewho was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee she is or was or had agreed to become an officer, employee or agent executive officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys’and others’fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee her in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if she acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner she reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, she shall be indemnified against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by her in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’and others fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys’and others’, fees and expenses) incurred by the Indemnitee in her capacity as an executive officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgmentrights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee [he/she] is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)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 the Indemnitee [he/she] is or was an officer, employee or agent officer of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, and whether or not the basis of such action, suit or proceeding is the Indemnitee’s alleged action in an official capacity while serving as a director, officer, employee, agent, trustee, member or manager, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner which [he/she] reasonably believed to be in or not opposed to the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have [he/she] had no reasonable cause to believe the Indemnitee’s [his/her] conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when [he/she] is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, if the Indemnitee acted in good faith and in a manner [he/she] reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of (i) any claim, issue or matter as to which the Indemnitee is adjudged to be liable for negligence or misconduct in the performance of [his/her] duty to the Company unless, and only to the extent that, the court of common pleas or other court in which such action, suit or proceeding was brought determines, notwithstanding any adjudication of liability, that in view of all the circumstances of the case the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court of common pleas or other court shall deem proper, or (ii) any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because [he/she] has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court of common pleas or other court in which such action, suit or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, [he/she] shall be indemnified against Expenses actually and reasonably incurred by [him/her] in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit or proceeding under the procedure set forth in Section 4(b). (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a Director, officer, employee, member, manager or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word “including” is used by way of illustration only and not by way of limitation; and with respect to conduct by Indemnitee in [his/her] capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner [he/she] reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, [he/she] shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to herein. (g) No amendment to the Seventh Amended and Restated Articles of Incorporation of the Company (the “Articles”) or the Regulations shall deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to this Agreement, except to the extent that such amendment is required by law to be given effect. No amendment to the Articles or Regulations shall deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC, or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date upon which the amendment was approved by the Shareholders, except to the extent that such amendment is required by law to be given effect.

Initial Indemnity. (a) The Company shall indemnify Indemnitee to the Indemnitee, if fullest extent provided by applicable law and to such greater extent as applicable law may thereafter from time to time permit when he was or when the Indemnitee is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)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 the Indemnitee he is or was an officer, employee or agent had agreed to become a director of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”including attorneys' fees), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decisiontherefrom, unless it is proved by clear if Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in, or not opposed to to, the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceedingproceedings, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s his conduct was lawful. unlawful. (b) The Company shall indemnify Indemnitee to the fullest extent provided by applicable law and to such greater extent as applicable law may thereafter from time to time permit when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all costs, charges and expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the defense or settlement thereof or any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper. (c) The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, will equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the foregoing best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful. (d) To the extent that Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (e) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination, in accordance with Sections 2(e) and 4 hereof or any applicable provision of the Certificate, the Bylaws, other agreement, resolution or otherwise, that indemnification of Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 2(a) or 2(b). Such determination shall be made (1) by the Board of Directors of the Company (the "Board") by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum of disinterested directors is not available or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel (designated in the manner provided below in this Section (e)) in a written opinion, or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however that if the Board is unable or falls to so designate, such designation shall be made by Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (f) All expenses (including without limitation attorneys' fees) incurred by Indemnitee in his capacity as a director of the Company in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b) hereof. (g) If Indemnitee was entitled to indemnification under this Agreement as to only a portion of the amounts actually incurred by Indemnitee in the investigation, defense, appeal or settlement of any action, suit or proceeding but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which he is entitled. (h) The Company shall not adopt any amendment to the extent Certificate or the Bylaws the effect of which would be to deny, diminish or encumber Indemnitee's rights to indemnity pursuant to the Certificate, the Bylaws, the General Corporation Law of the State of Delaware (the "GCL") or any other applicable theretolaw as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the Certificate or By-Laws the effect of which is to so deny, diminish or encumber Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the IndemniteeIndemnitee who was or is a party or is threatened to be made a party to any threatened, if pending or when completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys’and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was or had agreed to become an officer, employee or agent executive officer of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, director, officer, employeetrustee, member, manager employee or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, enterprise against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys’and others’fees and expenses of attorneys and/or others; all such costs, charges expenses) actually and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually reasonably incurred or paid by the Indemnitee him in connection with such Action including the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear therefrom if he acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. In additionSuch determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, with respect to any criminal investigation, action suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors, provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys’and others’fees and expenses) incurred by the Indemnitee in his capacity as an executive officer of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall indemnify adopt any amendment to the Indemnitee against Expenses and Other Payments unless Certificate or By-Laws the Indemnitee is determinedeffect of which would be to so deny, by a court of competent jurisdiction to have had no reasonable cause to believe diminish or encumber the Indemnitee’s conduct was lawful. The termination of any Action by judgmentrights to indemnity, order, settlement, such amendment shall apply only to acts or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that failures to act occurring entirely after the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable theretoEffective Date thereof.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, Indemnitee if or when the Indemnitee [he/she] is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)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 the Indemnitee [he/she] is or was an a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, director, officer, employee, member, manager or agent of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, and whether or not the basis of such action, suit or proceeding is the Indemnitee’s alleged action in an official capacity while serving as a director, officer, employee, agent, trustee, member or manager, against (i) any and all reasonable costs, charges and charges, expenses (including, without limitation, reasonable including fees and expenses of attorneys and/or or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”)settlement, in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action therewith, including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company indemnification hereunder shall indemnify be made only if the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s [his/her] conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standards standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee if or when [he/she] is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee is or was a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement thereof or any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because [he/she] has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit or proceeding, or (ii) if such a quorum of disinterested Directors is not available or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company (the “Shareholders”), or (iv) by the court of common pleas or other court in which such action, suit or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, [he/she] shall be indemnified against Expenses actually and reasonably incurred by [him/her] in connection therewith. (e) Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of such action, suit or proceeding under the procedure set forth in Section 4(b). (f) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a Director, officer, employee, member, manager or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word “including” is used by way of illustration only and not by way of limitation; and with respect to conduct by Indemnitee in [his/her] capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner [he/she] reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, [he/she] shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to herein. (g) No amendment to the Seventh Amended and Restated Articles of Incorporation of the Company (the “Articles”) or the Regulations shall deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to this Agreement, except to the extent that such amendment is required by law to be given effect. No amendment to the Articles or Regulations shall deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Articles, the Regulations, the ORC or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date upon which the amendment was approved by the Shareholders, except to the extent that such amendment is required by law to be given effect.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee, if or Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative (and whether formal or informal, other than an action by or in the right of the Company), by reason of the fact that the Indemnitee is or was an a director, officer, employee or agent of the Company Company, or is or was serving at the request of the Company as a trustee, director, officer, employee, member, manager employee or agent of a another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterprise, whether for profit or by reason of any action alleged to have been taken or omitted in any such capacitynot, against (i) any and all reasonable costsexpenses, charges and expenses (includingincluding attorneys' fees, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, finespenalties, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such Action including any appeal of action, suit or from any judgment or decision, unless it is proved by clear proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of the Company. In additionCompany or its shareholders, and, with respect to any criminal investigation, action or proceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the Indemnitee’s such conduct was lawfulunlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, will equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy act in good faith and in a manner which the foregoing standards Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful. (b) The Company shall indemnify the Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of the Company or its shareholders. Indemnification shall not be made for a claim, issue or matter in which the Indemnitee has been found liable to the Company except to the extent the Court conducting the proceeding or another court of competent jurisdiction shall determine upon application that the Indemnitee is fairly and reasonably entitled to indemnification in view of all relevant circumstances whether or not the Indemnitee met the standard of conduct set forth in this paragraph (b) or was so adjudged liable to the Company, provided that if the Indemnitee was adjudged liable, such indemnification is limited to reasonable expenses incurred. (c) To the extent that the Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 2(a) or 2(b) hereof, or in defense of any claim, issue or matter in the action, suit or proceeding, the Indemnitee shall be indemnified against actual and reasonable expenses, including attorneys' fees incurred by the Indemnitee in connection with the action, suit or proceeding and an action suit or proceeding brought to enforce the mandatory indemnification provided in this Section. (d) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable theretoprovision of the Restated Articles of Incorporation of the Company in effect from time to time, By-Laws, other agreement, resolution or otherwise. Such determination shall be made (i) by a majority vote of a quorum of the Board of Directors of the Company (the "Board") consisting of directors who are not parties or threatened to be made parties to such action, suit or proceeding or (ii) if such a quorum is not obtainable, by a majority vote of a committee duly designated by the Board consisting solely of two or more directors not at the time parties or threatened to be made parties to the suit, action, or proceeding or (iii) by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iv) by all independent directors who are not parties to such action, suit or proceeding or (v) by the shareholders of the Company (the "Shareholders"), but shares held by directors, officers, employees or agents who are parties or threatened to be made parties to the action suit or proceeding may not be voted. Independent legal counsel shall be designated by the Board or its Committee in the manner prescribed in Section 2(d)(i) or 2(d)(ii); provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). In the designation of a committee under subsection 2(d)(ii) or the selection of independent legal counsel by the Board, all directors may participate. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) If the Indemnitee is entitled to indemnification under Section 2(a) or 2(b) for a portion of expenses, including reasonable attorneys' fees, judgments, penalties, fines and amounts paid in settlement, but not for the total amount, the Company shall indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines or amounts paid in settlement for which the Indemnitee is entitled to be indemnified. (f) The Company shall pay or reimburse the reasonable expenses (including attorneys' and others' fees and expenses) incurred by the Indemnitee in the Indemnitee's capacity as a director or officer of the Company who is a party or threatened to be made a party to an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding subject to the provisions of and in the manner prescribed by Section 4(b) hereof. (g) The Company shall not adopt any amendment to the Articles or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the Articles, By-Laws, the Business Corporation Act of the State of Michigan (the "BCA") or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the (h) Upon application to a court by the Indemnitee pursuant to Section 564c of the BCA, and a determination of such court that the Indemnitee is fairly and reasonably entitled to indemnification, the Company shall pay to the Indemnitee the amount so ordered by the court.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee, if or Indemnitee when the Indemnitee was or is involved in any manner (including without limitation as a party party, a deponent or a witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding (collectively, “Action”)proceeding, whether civil, criminal, administrative or investigative investigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the such Indemnitee is or was an or had agreed to become a director (including service as a member of any committee of directors), officer, employee or employee, agent and/or "controlling person" (within the meaning of applicable securities laws) of the Company Company, or is or was serving or had agreed to serve at the request of the Company as a trustee, directordirector (including service as a member of any committee of directors), officer, employeepartner, member, manager trustee, employee or agent (each an "Authorized Capacity") of a another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, trust or other enterpriseenterprise (each "Another Entity"), or by reason of any action alleged to have been taken or omitted in any such capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees including attorneys' and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”' fees), and (ii) any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes fines and amounts paid in settlement of any actually and reasonably incurred by such Action (“Other Payments”), in each instance actually incurred or paid by the Indemnitee in connection with such Action including any appeal of or from any judgment or decision, unless it is proved by clear Proceeding if the Indemnitee acted in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner that such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. In addition, and, with respect to any criminal investigation, action or proceedingProceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe the such Indemnitee’s 's conduct was lawfulunlawful. The termination of any Action Proceeding by judgment, order, settlement, or conviction, conviction or upon a plea of nolo contendere or its equivalent, equivalent will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standards standard of conduct to the extent applicable thereto. (a) The Company will indemnify the Indemnitee when such Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Indemnitee is or was or had agreed to become a director, officer, employee, agent and/or "controlling person" (within the meaning of applicable securities laws) of the Company, or is or was serving or had agreed to serve at the request of the Company in an Authorized Capacity of or for Another Entity, against any and all costs, charges and expenses (including attorneys' and others' fees) actually and reasonably incurred by him or her in connection with the investigation, preparation, defense, settlement or appeal of such Proceeding if the Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification will be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless, and only to the extent, that the Court of Chancery or the court in which the Proceeding was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper. (b) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of a Proceeding without prejudice, in the defense of any Proceeding referred to in Section 2(a) or Section 2(b) or in the defense of any claim, issue or matter in any such Proceeding, the Company will indemnify such Indemnitee against any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by such Indemnitee in connection therewith. (c) Any indemnification under Section 2(a) or Section 2(b) (unless ordered by a court) will be made by the Company only as authorized in the specific case upon a determination, in accordance with Section 4, that such indemnification is proper in the circumstances because the Indemnitee has met the applicable standards of conduct set forth in Section 2(a) and Section 2(b) (the "Indemnification Standards"). Such determination will be made in the manner set forth in Section 4(b). (d) Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Indemnitee in defending any Proceeding will be paid by the Company as incurred and in advance of the final disposition of such Proceeding in accordance with the procedure set forth in Section 4(e). (e) Notwithstanding anything in this Agreement to the contrary, the Indemnitee will not be entitled to indemnification or advancement of expenses pursuant hereto in connection with any Proceeding initiated by the Indemnitee against the Company (except for any Proceeding initiated by the Indemnitee pursuant to Section 6) unless the Company has joined in or consented to the initiation of such Proceeding.