Common use of Officers' and Directors' Insurance; Indemnification Clause in Contracts

Officers' and Directors' Insurance; Indemnification. (a) The Company shall indemnify and hold harmless, and, after the Effective Date, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former director and officer of the Company (the "Indemnified Parties") against any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to which such Indemnified Party was made, or threatened to be made, a party by reason of the fact that such Indemnified Party was or is a director, officer, employee or agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises out of or pertains to any action or omission occurring prior to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement) to the full extent permitted under the Delaware Law (and the Company or the Surviving Corporation and the Parent, as the case may be, will advance expenses to each such person to the full extent so permitted); provided, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or after the Effective Date), (a) the Company (or the Parent and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (c) the Company (or the Surviving Corporation and the Parent after the Effective Date) will use its reasonable best efforts to assist in the vigorous defense of any such matter, provided, that neither the Company, the Surviving Corporation nor the Parent shall be liable for any such settlement effected without their written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 shall survive the consummation of the Merger. Subject to the Delaware Law, the certificate of incorporation and bylaws of the Company and the Surviving Corporation shall not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.2.

Officers' and Directors' Insurance; Indemnification. (a) The It is understood and agreed that the Company shall indemnify and hold harmless, harmless and, after the Effective DateTime, the Surviving Corporation and the Parent shall will indemnify and hold harmless, each present and former member of the Board of Governors and officer of the Company, and each director and officer of the Company Attorney-in-Fact (the "Indemnified Parties") to the full extent permitted by applicable law against any expenses (including attorneys' fees)losses, judgmentsclaims, fines damages, liabilities, costs, expenses, judgments and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with any threatenedclaim, pending or completed action, suit suit, proceeding or proceeding, whether civil, criminal, administrative investigation arising out of or investigative pertaining to which such Indemnified Party was made, any action or threatened to be made, a party by reason of the fact that such Indemnified Party was or is a director, officer, employee or agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and omission which arises out of or pertains to any action or omission occurring prior to the Effective Date (including, without limitation, any which arise out of or relate relates to the transactions contemplated by this Agreement) to the full extent permitted under the Delaware Law (Plan, and the Company or and the Surviving Corporation and the ParentCorporation, as the case may be, will advance expenses to each such person upon receipt of an undertaking to: (i) repay such amount if it shall be determined ultimately that such person is not entitled to indemnification under the full extent so permitted)applicable law; provided, that any determination required to be made with respect to whether an Indemnified Party's conduct complied and (ii) reasonably cooperate with the standards set forth in Company (of, after the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or Effective Time, the Surviving Corporation and Corporation) concerning the Parentaction, as the case may be (which shall pay such counsel's fees and expenses)suit, proceeding or investigation. In the event any such claim, action, suit, proceeding or investigation if is brought against any Indemnified Party (whether arising before or after the Effective DateTime), (a) the Indemnified Parties may retain counsel satisfactory to them and the Company (or the Parent them and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to themTime), (b) the Company (or the Surviving Corporation and the Parent after the Effective DateTime, the Surviving Corporation) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (c) the Company (or the Surviving Corporation and the Parent after the Effective DateTime, the Surviving Corporation) will use its reasonable best efforts to assist in the vigorous defense of any such matter, provided, that neither the Company, Company nor the Surviving Corporation nor the Parent shall be liable for any such settlement effected without their written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.26.3, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event when and if a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section. (b) For five years after . In addition, upon the occurrence of the Effective DateTime, New Insurer shall be deemed expressly to have assumed any obligations of the Surviving Corporation Company to its directors and officers for indemnification, whether under the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance Company's Bylaws or the Subscription Agreements, or otherwise, for events occurring acts or occurrences prior to the Effective Time covering the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amountTime. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 6.3 shall survive the consummation of the Merger. Subject to the Delaware Law, the certificate of incorporation and bylaws of the Company and the Surviving Corporation shall not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.2.

Officers' and Directors' Insurance; Indemnification. (a) Buyer shall purchase, prior to the Effective Time, a prepaid five (5) year "tail" policy providing single limit coverage under its current officers' and directors' liability and insurance policy for a premium cost not to exceed 200% of the current annual premium for such insurance (the "Insurance Amount"). If such tail policy cannot be obtained for the Insurance Amount, then Buyer shall purchase as much comparable insurance as is available for the Insurance Amount. The Company officers and directors of Seller may be required to make application and provide customary representations and warranties to the insurance carrier for the purpose of obtaining such insurance. (b) For five (5) years from and after the Effective Time, Buyer shall indemnify and hold harmlessharmless each person who is now, andor who has been at any time before the date of this Agreement, after or who becomes before the Effective DateTime, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former a director and or officer of the Company Seller (the each, a "Seller Indemnified PartiesParty") against any all losses, claims, damages, costs, expenses (including reasonable attorneys' fees), judgments, fines and liabilities or judgments or amounts that are paid in settlement actually and reasonably incurred by such Indemnified Party (which settlement shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld) of or in connection with any threatenedclaim, pending or completed action, suit suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative to or investigation (each, a "Claim"), in which such a Seller Indemnified Party was madeis, or is threatened to be made, a party by reason or witness or arising out of the fact that such Indemnified Party was or person is a director, officer, employee or agent of the Company, or was serving at the request a director or officer of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises out of or Seller if such Claim pertains to any action matter of fact arising, existing or omission occurring prior at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement) to the full fullest extent permitted under the Delaware Law (Seller Articles or Seller Bylaws to the extent permitted by applicable law including 12 USC 1828(k) and the Company or regulations thereunder and Regulatory Agencies. (c) In connection with the Surviving Corporation and the Parentindemnification provided pursuant to Section 6.6(b), as the case may be, Buyer (i) will advance expenses to each such person to the full extent so permitted); providedexpenses, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or promptly after the Effective Date), (a) the Company (or the Parent and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, to each Seller Indemnified Party to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such Seller Indemnified Party or multiple Seller Indemnified Parties, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Buyer and (c) the Company (or the Surviving Corporation and the Parent after the Effective Dateii) will use its reasonable best efforts to assist cooperate in the vigorous defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, provided, that neither the Company, the Surviving Corporation nor the Parent is intended to benefit each Seller Indemnified Party (each of whom shall be liable for entitled to enforce this Section against Buyer), and shall be binding on all successors and assigns of Buyer. (e) In the event Buyer or any such settlement effected without their written consent, which consent, however, of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be unreasonably withheld. Any Indemnified Party wishing the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to claim indemnification under one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer assume the obligations set forth in this Section 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section6.6. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 shall survive the consummation of the Merger. Subject to the Delaware Law, the certificate of incorporation and bylaws of the Company and the Surviving Corporation shall not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.2.

Officers' and Directors' Insurance; Indemnification. (a) The Company For six years from the Effective Time, the Parent and the Surviving Corporation shall use all reasonable efforts to cause to be maintained in effect HK's current directors' and officers' insurance and indemnification policy or an equivalent policy or policies (so long as no lapse in coverage occurs as a result of such substitution) relating to actions, alleged actions, omissions, and alleged omissions occurring on or prior to 22 23 the Effective Time (the "D&O Insurance"), on terms no less favorable than those of such current policy in terms of coverage and amounts so long as the annual premium(s) therefor are not in excess of 150% of the last annual premium(s) paid prior to the date hereof (the "Maximum Premium"); provided, however, that if the existing D&O Insurance expires, is terminated or canceled during such six-year period, HK or the Surviving Corporation, as the case may be, shall use reasonable efforts to obtain as much D&O Insurance as can be obtained for the remainder of such period for annualized premium(s) not in excess of the Maximum Premium. (b) After the Effective Time, the Parent and the Surviving Corporation shall indemnify and hold harmless, and, after harmless the Effective Date, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former director directors and officer officers of HK (and those persons becoming directors or officers of HK prior to the Company Effective Time) (collectively, together with their respective heirs and representatives, the "Indemnified Parties") against to the maximum extent permitted under Delaware law as from time to time may be in effect and (subject to any expenses limitations in effect from time to time under Delaware law) under HK's certificate of incorporation and by-laws as in effect on the date hereof (including attorneys' fees)true, judgmentscomplete and correct copies of which have been previously provided to Parent and SUB) from all claims by any person or persons, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with any threatenedrespect to acts, pending omissions or completed actionother matters whether occurring prior to, suit on or proceedingat the Effective Time, whether civil, criminal, administrative or investigative relating to which such Indemnified Party was made, or threatened to be made, a party by reason of (i) the fact that such Indemnified Party he or she is or was or is a director, officer, employee or agent of HK or any of its Subsidiaries or (ii) acts, omissions and other matters arising from or relating to this agreement, the Company, Stockholders Agreement or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises out of or pertains to any action or omission occurring prior to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreementhereby or thereby, and (subject to any limitations in effect from time to time under Delaware law) to the full extent permitted under the Delaware Law (and the Company or the Surviving Corporation and the Parent, as the case may be, will advance expenses to each such person directors and officers promptly upon receipt of written request therefor and delivery of the undertaking required by section 145(e) of the GCL (or any successor provision), and such indemnification shall (to the full maximum extent so permitted)permitted by applicable law) be mandatory rather than permissive; provided, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with such indemnification obligations shall continue in full force and effect for the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be later of (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or after i) a period of seven years from the Effective Date), Time or (aii) the Company expiration of the applicable statute of limitations. (or c) The obligations of the Parent and the Surviving Corporation after under this section 9.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this section 9.7 applies without the Effective Date) shall retain counsel for consent of each Indemnified Party (it being expressly agreed that the Indemnified Parties reasonably satisfactory to themwhom this section 9.7 applies shall be third party beneficiaries of this provision). If Parent or SUB exercise the options granted in the Stockholders Agreement, (b) then it will become liable in the Company (or the Surviving Corporation and the Parent after same manner under this section 9.7 as if the Effective DateTime shall have occurred. (d) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (c) the Company (or the Surviving Corporation and the Parent after the Effective Date) will use its reasonable best efforts to assist in the vigorous defense of any such matter, provided, that neither the Company, the Surviving Corporation nor the Parent shall be liable for any such settlement effected without their written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or If the Surviving Corporation or any of its successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the Parent thereof resulting, continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, dissolves or transfers all or substantially all of its properties and shall deliver assets to any person, then, and in each such case, proper provision will be made so that the Company or successors and assigns of the Surviving Corporation assume the obligations set forth in this section 9.7. 9.8 Material Adverse Effect. As used herein, "Material Adverse Effect" means any change or the Parent an undertaking effect that is or is reasonably likely to repay any amounts advanced pursuant hereto in the event a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior be materially adverse to the Effective Time covering business, assets, results of operations or financial condition of HK or does or is reasonably likely to materially impair the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy ability of which has heretofore been delivered HK to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 shall survive the consummation of consummate the Merger. Subject to the Delaware Law, the certificate of incorporation and bylaws of the Company and the Surviving Corporation shall not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.2.

Officers' and Directors' Insurance; Indemnification. (a) The It is understood and agreed that the Company shall indemnify and hold harmless, and, after the Effective DateTime, the Surviving Corporation shall, and, so long as the Surviving Corporation or any of its successors and assigns is an affiliate of Parent, Parent shall, and shall cause the Parent shall Surviving Corporation to, indemnify and hold harmless, each present and former director and officer of the Company or any of its Subsidiaries (the "Indemnified Parties") against any losses, claims, damages, liabilities, costs, expenses (including attorneys' attorneys fees), judgments, fines judgments and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with any threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative to which such Indemnified Party was made(collectively, or threatened to be made"Claims"), a party by reason of the fact that such Indemnified Party was or is a director, officer, employee or agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises arising out of or pertains pertaining to any action or omission or alleged action or omission occurring on or prior to the Effective Date Time and based in whole or in part on the fact that such person is or was such a director or officer (including, without limitation, any Claims which arise out of or relate to the transactions contemplated by this Agreement) whether asserted or commenced prior to or after the Effective Time, to the full fullest extent now or hereafter permitted under by the Delaware Law (and DGCL , including provisions relating to advances of expenses incurred in the Company defense of any action or the Surviving Corporation and the Parentsuit, as the case may be, will advance expenses to each such person to the full extent so permitted); provided, provided that any determination required to be made with respect to whether an Indemnified Party's conduct complied complies with the standards set forth in under the Delaware Law DGCL shall be made by independent counsel mutually selected by such the Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses)Corporation. In the event any such claim, action, suit, proceeding or investigation if Claim is brought against any Indemnified Party (whether arising before or after the Effective DateTime), (ai) the Indemnified Parties may retain counsel satisfactory to them and the Company (or the Parent them and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to themTime), (bii) the Company (or after the Effective Time, the Surviving Corporation) shall, and, so long as the Surviving Corporation or any of its successors and assigns is an affiliate of Parent, Parent shall, and shall cause the Parent after the Effective Date) shall Surviving Corporation to, pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (ciii) the Company (or after the Effective Time, the Surviving Corporation) will, and, so long as the Surviving Corporation or any of its successors and assigns is an affiliate of Parent, Parent shall, and shall cause the Parent after the Effective Date) will Surviving Corporation to, use its reasonable their respective best efforts to assist in the vigorous defense of any such matter, ; provided, that neither Parent, the Company, Company nor the Surviving Corporation nor the Parent shall be liable for any such settlement effected without their Parent's written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.26.7, upon learning of any such claim, action, suit, proceeding or investigationClaim, shall notify the Company or the Surviving Corporation or Parent, as the Parent case may be, thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event when and if a court of competent jurisdiction shall ultimately determinerender final judgment, after exhaustion of all avenues of not subject to appeal, that such Indemnified Party was not entitled to indemnification under this Section. Notwithstanding the foregoing, the Surviving Corporation, including its affiliates, shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties except to the extent that: (i) such Indemnified Parties have been advised by counsel that there exist actual or potential differing interests between them, or (ii) local counsel, in addition to such parties' regular counsel, is necessary or desirable in order to effectively defend against such action or proceeding. The Surviving Corporation, including its affiliates, shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and not subject to further appeal, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (b) For five six (6) years after the Effective DateTime, the Surviving Corporation shall, and, so long as the Surviving Corporation or any of its successors and the assigns is an affiliate of Parent, Parent shall use their respective reasonable best efforts cause the Surviving Corporation to, maintain, without modification or amendment that would adversely affect the rights thereunder of any Indemnified Party, the provisions of the Company's certificate of incorporation and bylaws with respect to indemnification and liability of officers, directors and employees. (c) For six (6) years after the Effective Time, the Surviving Corporation shall, and, so long as the Surviving Corporation or any of its successors and assigns is an affiliate of Parent, Parent shall cause the Surviving Corporation to, provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverageamounts; provided, howeverthat in no event shall the Surviving Corporation or the Parent be required to expend in excess of 200% of the rates currently paid by the Company (it being understood that if any annual premium would exceed such agreed upon amount, that the Surviving Corporation shall not be required to pay a per annum amount of premiums provide the maximum coverage available for such officers' and directors' insurance in excess of 200 percent amount). (d) Without limiting the generality of the last per annum amount other provisions of premiums incurred this Section 6.7, the Surviving Corporation shall, and, so long as the Surviving Corporation or any of its successors and assigns is an affiliate of Parent, Parent shall cause the Surviving Corporation to, honor any agreements disclosed to Parent and the Purchaser prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The Company represents and warrants that the last per annum amount of such premiums incurred by this Agreement between the Company is approximately $280,000and its directors, officers, employees and agents providing for indemnification. (ce) This Section 7.2 6.7 shall survive the consummation Merger, shall be binding upon all successors and assigns of the Merger. Subject Surviving Corporation, shall continue for six (6) years after the Effective Time (or, in the case of Claims occurring on or prior to the Delaware Lawexpiration of such six (6) year period and as to which notice shall have been provided pursuant to Section 6.7(a) which have not been resolved prior to the expiration of such six (6) year period, the certificate of incorporation until such Claims are finally resolved) and bylaws is intended to benefit each of the Company Indemnified Parties, each of whom shall be entitled to enforce this Section 6.7 against the Company, Parent and the Surviving Corporation. In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be amended the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, then, and in a manner which adversely affects each such case, proper provision shall be made so that the rights successors and assigns of the Indemnified Parties under Surviving Corporation assume the obligations set forth in this Section 7.26.7.

Officers' and Directors' Insurance; Indemnification. (a) The Company shall indemnify and hold harmless, and, For six (6) years after the Effective DateTime, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former director and officer of the Company (the "Indemnified Parties") against any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to which such Indemnified Party was made, or threatened to be made, a party by reason of the fact that such Indemnified Party was or is a director, officer, employee or agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises out of or pertains to any action or omission occurring prior to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement) to the full extent permitted under the Delaware Law (and the Company Acquiror or the Surviving Corporation and the Parentshall maintain, as the case may beif available, will advance expenses to each such person to the full extent so permitted); provided, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or after the Effective Date), (a) the Company (or the Parent and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (c) the Company (or the Surviving Corporation and the Parent after the Effective Date) will use its reasonable best efforts to assist in the vigorous defense of any such matter, provided, that neither the Company, the Surviving Corporation nor the Parent shall be liable for any such settlement effected without their written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the Indemnified Parties persons who are currently presently covered by the Company's officers' and directors' liability insurance policy policies (a copy copies of which has heretofore have been delivered to Acquiror) with respect to actions and omissions occurring prior to the Parent) Effective Time, on terms no which are not materially less favorable than those the terms of such policy current insurance in terms effect for the Company on the date hereof, provided, HOWEVER, that in no event shall Acquiror or the Surviving Corporation be obligated to pay annual premiums greater than 150% of coverage and amounts or, if substantially similar insurance coverage is unavailable, such premiums paid or payable as of the best available coveragedate hereof; provided, howeverfurther, that if any annual premium for such coverage and amount of insurance would exceed 150% of such annual rate, the Surviving Corporation shall not provide the maximum coverage which shall then be required available at an annual premium equal to pay a per annum amount 150% of premiums such rate. (b) For six (6) years after the Effective Time, Acquiror and the Surviving Corporation shall maintain the right to indemnification of officers and directors provided for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to Company Bylaws as in effect on the date hereof, but in such case shall purchase as much coverage as possible with respect to indemnification for such amount. The Company represents acts and warrants that omissions occurring prior to the last per annum amount of such premiums incurred Effective Time, including without limitation, the transactions contemplated by the Company is approximately $280,000this Agreement. (c) This Section 7.2 shall survive the consummation closing of the Merger. Subject transactions contemplated by this Agreement, is intended to benefit the Delaware LawCompany, the certificate of incorporation and bylaws of the Company and Acquiror, Sub or the Surviving Corporation shall not be amended in a manner which adversely affects the rights and each of the Indemnified Parties under (each of whom shall be entitled to enforce this Section 7.2against the Company, Acquiror, Sub or the Surviving Corporation, as the case may be) and shall be binding on all successors and assigns of Acquiror and the Surviving Corporation. (d) In the event Acquiror, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any such person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Corporation assume the obligations set forth in this Section.

Officers' and Directors' Insurance; Indemnification. (a) Buyer shall purchase, prior to the Effective Time, a prepaid three (3) year "tail" policy providing single limit coverage under its current officers' and directors' liability and insurance policy for a premium cost not to exceed 150% of the current annual premium for such insurance (the "Insurance Amount"). If such tail policy cannot be obtained for the Insurance Amount, then Buyer shall purchase as much comparable insurance as is available for the Insurance Amount. The Company officers and directors of Seller may be required to make application and provide customary representations and warranties to the insurance carrier for the purpose of obtaining such insurance. (b) For five (5) years from and after the Effective Time, Buyer shall indemnify and hold harmlessharmless each person who is now, andor who has been at any time before the date of this Agreement, after or who becomes before the Effective DateTime, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former a director and or officer of the Company Seller (the each, a "Seller Indemnified PartiesParty") against any all losses, claims, damages, costs, expenses (including reasonable attorneys' fees), judgments, fines and liabilities or judgments or amounts that are paid in settlement actually and reasonably incurred by such Indemnified Party (which settlement shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld) of or in connection with any threatenedclaim, pending or completed action, suit suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative to or investigation (each, a "Claim"), in which such a Seller Indemnified Party was madeis, or is threatened to be made, a party by reason or witness or arising out of the fact that such Indemnified Party was or person is a director, officer, employee or agent of the Company, or was serving at the request a director or officer of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises out of or Seller if such Claim pertains to any action matter of fact arising, existing or omission occurring prior at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement) to the full fullest extent permitted under the Delaware Law (Seller Articles or Seller Bylaws to the extent permitted by applicable law including 12 USC 1828(k) and the Company or regulations thereunder and Regulatory Agencies. (c) In connection with the Surviving Corporation and the Parentindemnification provided pursuant to Section 6.6(b), as the case may be, Buyer (i) will advance expenses to each such person to the full extent so permitted); providedexpenses, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or promptly after the Effective Date), (a) the Company (or the Parent and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, to each Seller Indemnified Party to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such Seller Indemnified Party or multiple Seller Indemnified Parties, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Buyer and (c) the Company (or the Surviving Corporation and the Parent after the Effective Dateii) will use its reasonable best efforts to assist cooperate in the vigorous defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, provided, that neither the Company, the Surviving Corporation nor the Parent is intended to benefit each Seller Indemnified Party (each of whom shall be liable for entitled to enforce this Section against Buyer), and shall be binding on all successors and assigns of Buyer. (e) In the event Buyer or any such settlement effected without their written consent, which consent, however, of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be unreasonably withheld. Any Indemnified Party wishing the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to claim indemnification under one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer assume the obligations set forth in this Section 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section6.6. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 shall survive the consummation of the Merger. Subject to the Delaware Law, the certificate of incorporation and bylaws of the Company and the Surviving Corporation shall not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.2.

Officers' and Directors' Insurance; Indemnification. (a) For three (3) years from and after the Effective Time, MutualFirst shall maintain officers' and directors' liability insurance covering the persons who are covered by Universal's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy, provided that it shall not be required to expend during the coverage period more than an amount equal to 150% of the annual premium most recently paid by Universal (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto, and further provided that if MutualFirst is unable to maintain or obtain the insurance called for by this Section 6.6(a), MutualFirst shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount. The Company officers and directors of Universal or its Subsidiaries may be required to make application and provide customary representations and warranties to MutualFirst's insurance carrier for the purpose of obtaining such insurance. (b) For six (6) years from and after the Effective Time, MutualFirst shall indemnify and hold harmlessharmless each person who is now, andor who has been at any time before the date of this Agreement, after or who becomes before the Effective DateTime, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former a director and or officer of the Company Universal or any of its Subsidiaries (the each, an "Universal Indemnified PartiesParty") against any all losses, claims, damages, costs, expenses (including reasonable attorneys' fees), judgments, fines and liabilities or judgments or amounts that are paid in settlement actually and reasonably incurred by such Indemnified Party (which settlement shall require the prior written consent of MutualFirst, which consent shall not be unreasonably withheld) of or in connection with any threatenedclaim, pending or completed action, suit suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative to or investigation (each, a "Claim"), in which such a Universal Indemnified Party was madeis, or is threatened to be made, a party by reason or witness or arising out of the fact that such Indemnified Party was or person is a director, officer, employee or agent of the Company, or was serving at the request a director or officer of the Company as a director, officer, employee Universal or agent any of another corporation, partnership, joint venture trust or other enterprise and which arises out of or its Subsidiaries if such Claim pertains to any action matter of fact arising, existing or omission occurring prior at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement) to the full fullest extent permitted under the Delaware Law organizational documents of Universal and its Subsidiaries and to the fullest extent otherwise permitted by law. (and c) In connection with the Company or the Surviving Corporation and the Parentindemnification provided pursuant to Section 6.6(b), as the case may be, MutualFirst and/or a MutualFirst Subsidiary (i) will advance expenses to each such person to the full extent so permitted); providedexpenses, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or promptly after the Effective Date), (a) the Company (or the Parent and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, to each Universal Indemnified Person to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such Universal Indemnified Person or multiple Universal Indemnified Persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to MutualFirst and (c) the Company (or the Surviving Corporation and the Parent after the Effective Dateii) will use its reasonable best efforts to assist cooperate in the vigorous defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, provided, that neither the Company, the Surviving Corporation nor the Parent is intended to benefit each Universal Indemnified Person (each of whom shall be liable for entitled to enforce this Section against MutualFirst), and shall be binding on all successors and assigns of MutualFirst. (e) In the event MutualFirst or any such settlement effected without their written consent, which consent, however, of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be unreasonably withheld. Any Indemnified Party wishing the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to claim indemnification under one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of MutualFirst assume the obligations set forth in this Section 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section6.6. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 shall survive the consummation of the Merger. Subject to the Delaware Law, the certificate of incorporation and bylaws of the Company and the Surviving Corporation shall not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.2.

Officers' and Directors' Insurance; Indemnification. (a) TriSummit shall purchase, prior to the Effective Time, a prepaid three (3) year "tail" policy providing single limit coverage under its or TriSummit Bank’s current officers’ and directors’ liability and insurance policy covering officers and directors of TriSummit and TriSummit Bank for a premium cost not to exceed 300% of the current annual premium for such insurance (the “Insurance Amount”). If such tail policy cannot be obtained for the Insurance Amount, then HomeTrust shall either authorize TriSummit to purchase such policy for the required premium cost or provide equivalent insurance coverage. At the request of HomeTrust, such tail policy shall be secured by TriSummit for a longer term (not to exceed six (6) years) without being subject to the Insurance Amount. The Company officers and directors of TriSummit or TriSummit Bank may be required to make application and provide customary representations and warranties to TriSummit's insurance carrier for the purpose of obtaining such insurance. (b) For six (6) years from and after the Effective Time, HomeTrust shall indemnify and hold harmlessharmless each person who is now, andor who has been at any time before the date of this Agreement, after or who becomes before the Effective DateTime, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former a director and or officer of the Company TriSummit or TriSummit Bank (the "each, a “TriSummit Indemnified Parties"Party”) against any all losses, claims, damages, costs, expenses (including reasonable attorneys' fees’ fees and court costs), judgmentsliabilities, fines judgments and amounts that are paid in settlement actually and reasonably incurred by such Indemnified Party (which settlement shall require the prior written consent of HomeTrust, which consent shall not be unreasonably withheld, conditioned, or delayed) of or in connection with any threatenedclaim, pending or completed action, suit suit, proceeding, investigation or other proceeding, whether civil, criminal, administrative or investigative to (each, a “Claim”), in which such a TriSummit Indemnified Party was madeis, or is threatened to be made, a party by reason or witness or arising out of the fact that such Indemnified Party was or person is a director, officer, employee or agent of the Company, or was serving at the request a director or officer of the Company as a director, officer, employee TriSummit or agent of another corporation, partnership, joint venture trust or other enterprise and which arises out of or TriSummit Bank if such Claim pertains to any action event, occurrence, or omission matter of fact arising, existing or occurring prior at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement) to the full fullest extent permitted under the Delaware Law (TriSummit Charter or TriSummit Bylaws and applicable law, including 12 USC 1828(k) and the Company or regulations thereunder. (c) In connection with the Surviving Corporation and the Parentindemnification provided pursuant to Section 6.6(b), as the case may be, HomeTrust (i) will advance expenses to each such person to the full extent so permitted); providedexpenses, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or promptly after the Effective Date), (a) the Company (or the Parent and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, to each TriSummit Indemnified Party to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such TriSummit Indemnified Party or multiple TriSummit Indemnified Parties, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), with all such counsel to be reasonably satisfactory to HomeTrust, and (c) the Company (or the Surviving Corporation and the Parent after the Effective Dateii) will use its reasonable best efforts to assist cooperate in the vigorous defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, provided, that neither the Company, the Surviving Corporation nor the Parent is intended to benefit each TriSummit Indemnified Party (each of whom shall be liable for entitled to enforce this Section against HomeTrust), and shall be binding on all successors and assigns of HomeTrust. (e) In the event HomeTrust or any such settlement effected without their written consent, which consent, however, of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be unreasonably withheld. Any Indemnified Party wishing the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to claim indemnification under one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of HomeTrust assume the obligations set forth in this Section 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section6.6. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 shall survive the consummation of the Merger. Subject to the Delaware Law, the certificate of incorporation and bylaws of the Company and the Surviving Corporation shall not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.2.

Officers' and Directors' Insurance; Indemnification. (a) For four (4) years from and after the Effective Time, Banner shall maintain officers' and directors' liability insurance covering the persons who are presently covered by Siuslaw's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy, provided that it shall not be required to expend during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Siuslaw (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Banner is unable to maintain or obtain the insurance called for by this Section 6.6(a), Banner shall use commercially reasonable efforts to obtain as much comparable insurance as is available for the Insurance Amount. At Siuslaw’s option, Siuslaw may, in lieu of the foregoing, (or, if requested by Banner, Siuslaw shall) purchase prior to the Effective Time, a prepaid "tail" policy providing single limit equivalent coverage to that described in the preceding sentence for a premium cost not to exceed the Insurance Amount. The Company officers and directors of Siuslaw or its Subsidiaries may be required to make application and provide customary representations and warranties to Banner's insurance carrier for the purpose of obtaining such insurance. (b) For four (4) years from and after the Effective Time, Banner shall indemnify and hold harmlessharmless each person who is now, andor who has been at any time before the date of this Agreement, after or who becomes before the Effective DateTime, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former a director and or officer of the Company Siuslaw (the "each, a “Siuslaw Indemnified Parties"Party”) against any all losses, claims, damages, costs, expenses (including reasonable attorneys' ’ fees), judgments, fines and liabilities or judgments or amounts that are paid in settlement actually and reasonably incurred by such Indemnified Party (which settlement shall require the prior written consent of Banner, which consent shall not be unreasonably withheld) of or in connection with any threatenedclaim, pending or completed action, suit suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative to or investigation (each, a “Claim”), in which such a Siuslaw Indemnified Party was madeis, or is threatened to be made, a party by reason or witness arising out of the fact that such Indemnified Party was or person is a director, officer, employee or agent of the Company, or was serving at the request a director or officer of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises out of or Siuslaw if such Claim pertains to any action matter of fact arising, existing or omission occurring prior at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement) to the full fullest extent permitted under the Delaware Law (Siuslaw Charter or Siuslaw Bylaws but limited to the extent permitted by applicable law including 12 USC 1828(k) and the Company or regulations thereunder and Regulatory Agencies. (c) In connection with the Surviving Corporation and the Parentindemnification provided pursuant to Section 6.6(b), as the case may be, Banner (i) will advance expenses to each such person to the full extent so permitted); providedexpenses, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or promptly after the Effective Date), (a) the Company (or the Parent and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, to each such Siuslaw Indemnified Party to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such Siuslaw Indemnified Party or multiple Siuslaw Indemnified Parties, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Banner and (c) the Company (or the Surviving Corporation and the Parent after the Effective Dateii) will use its reasonable best efforts to assist cooperate in the vigorous defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, provided, that neither the Company, the Surviving Corporation nor the Parent is intended to benefit each Siuslaw Indemnified Party (each of whom shall be liable for entitled to enforce this Section against Banner), and shall be binding on all successors and assigns of Banner. (e) In the event Banner or any such settlement effected without their written consent, which consent, however, of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be unreasonably withheld. Any Indemnified Party wishing the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to claim indemnification under one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of Banner assume the obligations set forth in this Section 7.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section6.6. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the Indemnified Parties who are currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 shall survive the consummation of the Merger. Subject to the Delaware Law, the certificate of incorporation and bylaws of the Company and the Surviving Corporation shall not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.2.

Officers' and Directors' Insurance; Indemnification. (a) The It is understood and agreed that Company shall shall, to the fullest extent permitted under applicable laws, indemnify and hold harmless, and, after the Effective Date, Parent and the Surviving Corporation and shall, to the Parent shall fullest extent permitted under applicable laws, indemnify and hold harmless, each present and former director and officer of the Company (the "Indemnified Parties") against any expenses (including attorneys' fees)losses, judgmentsclaims, fines damages, liabilities, costs, expenses, judgments and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with any threatenedclaim, pending or completed action, suit suit, proceeding or proceeding, whether civil, criminal, administrative or investigative to which such Indemnified Party was made, or threatened to be made, a party by reason of the fact that such Indemnified Party was or is a director, officer, employee or agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises investigation arising out of or pertains pertaining to any action or omission occurring by such director or officer prior to the Effective Date in his/her capacity as such (including, without limitation, any claims, actions, suits, proceedings or investigations which arise out of or relate to the transactions contemplated by this Agreement) to the full extent permitted under the Delaware Law (and the Company or the Surviving Corporation and the Parent, as the case may be, will advance expenses to each such person to the full extent so permitted); provided, however, that neither Company, Parent nor Surviving Corporation shall have any determination required obligation under this Section to be made with respect indemnify any Indemnified Party hereunder against any losses, claims, damages, liabilities, costs, expenses, judgments or amounts to whether an Indemnified Party's conduct complied with the standards set forth in extent the Delaware Law shall be made by independent counsel selected by same is found to have resulted from such Indemnified Party and reasonably satisfactory to the Company Person's own gross negligence or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses)willful misconduct. In the event any such claim, action, suit, proceeding or investigation if is brought against any Indemnified Party (whether arising before or after the Effective Date), (a) the Indemnified Parties may retain counsel satisfactory to them and Company (or the Parent them and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date), (b) Company (or after the Effective Date, the Surviving Corporation and Parent) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (c) the Company (or after the Effective Date, the Surviving Corporation and the Parent after the Effective DateParent) will use its their respective reasonable best efforts to assist in the vigorous defense of any such matter, provided, that neither the Company, the Surviving Corporation nor the Parent shall be liable for any such settlement effected without their written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.26.9, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company or Company, the Surviving Corporation or the Parent thereof and shall deliver to the Company or the Surviving Corporation or the Parent an undertaking to repay any amounts advanced pursuant hereto in the event when and if a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party was not entitled to indemnification under this Section. (b) For five years after the Effective Date, the Surviving Corporation and the Parent shall use their respective reasonable best efforts to provide officers' and directors' liability insurance for events occurring prior to the Effective Time covering the . The Indemnified Parties who are currently covered as a group may retain only one law firm in each jurisdiction to represent them with respect to any such matter unless there is, under applicable standards of professional conduct as determined by such counsel, a conflict on any significant issue between the Company's officers' and directors' liability insurance policy (a copy positions of which has heretofore been delivered to the Parent) on terms no less favorable than those of such policy in terms of coverage and amounts or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay a per annum amount of premiums for such officers' and directors' insurance in excess of 200 percent of the last per annum amount of premiums incurred prior to the date hereof, but in such case shall purchase as much coverage as possible for such amountany two or more Indemnified Parties. The Company represents and warrants that the last per annum amount of such premiums incurred by the Company is approximately $280,000. (c) This Section 7.2 6.9 shall survive the consummation of the Merger. Subject to the Delaware Law, the certificate The Certificate of incorporation Incorporation and bylaws Bylaws of the Company and the Surviving Corporation shall will not be amended in a manner which adversely affects the rights of the Indemnified Parties under this Section 7.26.9. Nothing contained herein shall in any way limit the rights of any director or officer under any indemnification agreement or charter or Bylaw provision of Company existing on the date hereof.