Common use of Officers’ and Directors’ Indemnification Clause in Contracts

Officers’ and Directors’ Indemnification. (a) Parent and Purchaser agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts in the form filed with the SEC shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) For six years from the Effective Time, Parent shall, unless Parent agrees in writing to guarantee the indemnification obligations set forth in Section 5.8(a) hereof, maintain in effect the Company's current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent); provided, however, that in no event shall Parent be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance which the Company represents in not more than $250,000; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) This Section 5.8 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, Parent, the Surviving Corporation and the Indemnified Parties, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. 5.9

Officers’ and Directors’ Indemnification. (a) Parent a)Subject to Section 8.2(i), from and Purchaser agree that all rights to indemnification for after the Effective Time, the Surviving Corporation shall, and Buyer shall cause the Surviving Corporation to, indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Effective Time now existing to the extent provided in, and in favor accordance with (including subject to any limitations contained therein), the articles of incorporation and the current or former directors or officers (the "Indemnified Parties") by-laws of the Company and its subsidiaries as in effect on the date hereof. The indemnification provided in their respective certificates this Section 9.9 shall apply only to each individual in his or her capacity as an officer or director of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts the Company, and not in the form filed with the SEC shall survive the Merger and shall continue in full force and effect in accordance with their termsany other capacity. (b) For six years from b)As of the Effective Time, Parent shall, unless Parent agrees in writing Buyer shall purchase or cause the Surviving Corporation to guarantee the indemnification obligations set forth in Section 5.8(a) hereof, maintain in effect the Company's current purchase directors' and officers' liability insurance covering those persons who are coverage for the Company's directors and 58 officers currently covered by the Company's existing director's and officer's liability insurance policy that shall provide such directors and officers with “tail” coverage for two years following the Effective Time of not less than the existing coverage on the date hereof and have other terms not materially less favorable to, the insured Persons than the directors' and officers' liability insurance policy (coverage presently maintained by the Company to the extent such liability insurance can be maintained at a copy of which has been heretofore delivered cost to Parent)Buyer not greater than $28,000; provided, however, that in no event shall Parent be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for if such insurance which cannot be maintained or obtained at such cost, Buyer shall cause the Company represents in not more than $250,000; and, provided, further, that if Surviving Corporation to maintain or obtain the annual premiums maximum amount of such insurance coverage exceed such amount, Parent shall that can be obligated to obtain a policy with the greatest coverage available for maintained or obtained at a cost not exceeding such amountequal to $28,000. (c) This Section 5.8 shall survive c)The parties hereto agree that any Person that is now, or has been at any time prior to the consummation of the Merger at date hereof, or that becomes prior to the Effective Time, is intended a director or officer of the Company to benefit the Companywhom this Section 9.9 applies, Parent, the Surviving Corporation and the Indemnified Parties, shall be a third party beneficiary of this Section 9.9 and shall be binding on all successors and assigns of Parent and entitled to enforce the Surviving Corporationcovenants contained herein. 5.9ARTICLE X MISCELLANEOUS 10.1

Officers’ and Directors’ Indemnification. The Offeror and the Parent agree that the Offeror and the Parent will (a) Parent cause the Company to purchase "runoff" directors' and Purchaser agree officers' insurance for a period of six years provided that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing it is available at a cost not in favor excess of the current or former directors or officers (the "Indemnified Parties") aggregate of the Company and its subsidiaries as provided annual premiums referred to in their respective certificates of incorporation or by-laws (or similar organizational documentssubparagraph 5.8(b) or existing indemnification contracts in the form filed with the SEC shall survive the Merger and shall continue in full force and effect in accordance with their terms. below, or, if it is not available at such cost, (b) For six years from will cause the Effective Time, Offeror and the Parent shall, unless Parent agrees in writing to guarantee the indemnification obligations set forth in Section 5.8(a) hereof, maintain in effect the Company's current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent); provided, however, that in no event shall Parent be required to expend in any one year or an amount equivalent policy so long as the annual premium therefor is not in excess of 150% of the last annual premiums currently premium paid by prior to the date hereof ("CURRENT PREMIUM"), in each case such insurance to be subject to terms and conditions no less advantageous to the directors and officers of the Company than those contained in the policy in effect on the date hereof ("EQUIVALENT INSURANCE"), and in each case such insurance to cover all current and former directors and officers of the Company for claims made prior to or within six years after the Effective Date. Further, the Offeror and the Parent agree that after the expiration of that six year period, the Offeror and the Parent will use all commercially reasonable efforts to cause such directors and officers to be covered under the Offeror's then existing directors' and officers' insurance which policy, provided such coverage can be obtained for a premium not in excess of 150% of the Current Premium. The Offeror and the Parent shall cause the Company represents (or its successor) to maintain, and not amend in not more than $250,000; and, provided, further, that if a manner adverse to the annual premiums of such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) This Section 5.8 shall survive the consummation directors and/or officers of the Merger at Company or its Subsidiaries, any indemnities currently provided to the Effective Timedirectors and officers of the Company and its Subsidiaries under their respective charter, is intended to by-laws, applicable Laws and contracts of indemnity. The provisions of this paragraph are (i) for the benefit the Company, Parent, the Surviving Corporation and the Indemnified Partiesof, and shall be binding on all successors enforceable by, each indemnified party, his or her heirs, executors, administrators and assigns of Parent other legal representatives and the Surviving Corporation. 5.9(ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.