Common use of Liability Insurance Indemnification Clause in Contracts

Liability Insurance Indemnification. The Company shall provide the Employee (including Employee’s heirs, executors, and administrators) with coverage under a standard directors’ and officers’ liability insurance policy at the Company’s expense, or in lieu thereof, shall indemnify the Employee (and Employee’s heirs, executors, and administrators) to the fullest extent permitted under Federal law against all expenses and liabilities reasonably incurred in connection with or arising out of any action, suit or proceeding in which Employee may be involved by reason of Employee’s having been a director or officer of the Company (whether or not Employee continues to be a director or officer at the time of incurring such expenses or liabilities); such expenses and liabilities to include, but not limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements, and such settlements to be approved by the Board of Directors of the Company; provided, however, that such indemnification shall not extend to matters as to which the Employee is finally adjudged to be liable for willful misconduct or gross negligence in the performance of duties as a director or officer of the Company.