Indemnification. The Company shall indemnify Executive to the maximum extent permitted under the Company’s bylaws. Subject to reasonable availability of such insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies) shall be maintained, during the Employment Period and for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage provided to any other present officer or director of the Company and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.

Indemnification. The Company shall defend and indemnify Executive to the maximumfullest extent permittedallowed by law, and to provide him with coverage under the Company’s bylaws. Subject to reasonable availability of such insurance coverageany directors’ and subject to applicable laws and regulations, a directors’ and officers’officers’ liability insurance policy (or policies) shall be maintained, during the Employment Period and for six (6) years thereafter, providing coverage that is nopolicies, in each case on terms not less favorable to Executive than the coveragethose provided to any of its other present officerdirectors and officers as in effect from time to time. In the event of any inconsistency or director ofconflict between the Company and, following a Changeprovisions in Control,this Section 12 and any provision in any other indemnity agreement or other agreement between the coverageParties, the provision in such other agreement shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.control.

Indemnification. The Company and the Executive shall enter into an Indemnification Agreement pursuant to which the Company shall indemnify the Executive with respect to any actions commenced against the Executive in his capacity as a director or officer or former director or officer of the Company, or any affiliate thereof for which he may serve in such capacity, and the Company shall advance on a timely basis any expenses incurred in defending such actions. The Company agrees to secure and maintain reasonably satisfactory directors’ and officers’ liability insurance with respect to the maximum extent permittedExecutive. The Executive shall be designated as a “covered person” under the Company’Company’s bylaws. Subject to reasonable availability of suchDirector’s and Officer’s insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies) shall be maintained, duringcovered to the Employment Periodsame extent as other directors and executive officers, including following the termination of the Executive’s employment for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage providedmaximum statute of limitations period which could apply to any other present officer or director ofclaim against the Company and, following a Change in Control, the coverage shallExecutive which otherwise would be no less favorable to Executive than the coverage provided as of the date of the Change in Control.covered by such insurance.

Indemnification. The CompanyCorporation shall indemnifyexecute and deliver in favor of the Executive toan indemnification agreement on the maximum extent permitted undersame terms and conditions entered into with the Company’s bylaws. Subject to reasonable availabilityother officers and directors of such insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies)the Corporation. Such agreement shall be maintained, duringprovide for the Employment Periodindemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter, providing coverage that is no less favorable to Executive thanthereafter. The Corporation shall maintain directors’ and officers’ insurance during the coverage provided to any other present officer or directorTerm and for a period of the Company and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.at least six (6) years thereafter.

Indemnification. The Company shall indemnify Executiveagrees to the maximum extent permitted under the Company’s bylaws. Subject to reasonable availability of such insurance coveragecontinue and subject to applicable laws and regulations,maintain a directors’ and officers’ liability insurance policy (or policies) shall be maintained, duringcovering the Employment PeriodExecutive at a level, and for six (6) years thereafter, providing coverage that ison terms and conditions, no less favorable to Executive than the coverage provided to any other present officer or director of the Company and, following a Change in Control,provides other similarly-situated executives for six years after the coverage shall be no less favorable to Executive than the coverage provided asExecutive’s Termination Date or such longer statute of the date of the Change in Control.limitation period.

Indemnification.Indemnification and Liability Insurance. The Company shall indemnify and cover the Executive under the Company’s directors’ and officers’ liability insurance during the Term in the same amount and to the maximumsame extent permitted under the Company’s bylaws. Subject to reasonable availability of such insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies) shall be maintained, during the Employment Period and for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage provided to any other present officer or director ofas the Company and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.indemnifies and covers its other officers and directors.

Indemnification.Indemnification and Directors and Officers Liability Insurance. The Company shallshall, to the fullest extent permitted by applicable law, indemnify Executive to the maximum extent permitted under the Company’s bylaws. Subject to reasonable availability of such insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies) shall be maintained, during the Employment Period and for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage providedwith respect to any other present officerthreatened, pending or directorcompleted action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Company and, followingor other entity) by reason of the fact that Executive is or was a Changedirector or officer of the Company or of any subsidiary of the Company or is or was serving at the request of the Company as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses, (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in Control,settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding, which amounts the coverage shall be no less favorableCompany will advance to Executive thanas the coverage provided assame are incurred; however, Executive shall repay any expenses paid or reimbursed by the Company if it is ultimately determined by order of a court of competent jurisdiction (without further right of appeal) that Executive is not legally entitled to be indemnified by the Company. If applicable law requires that the Board make an investigation and/or determination of the matter for which indemnification is being sought prior to paying or reimbursing Executive, the Company shall use its commercially reasonable efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a determination as soon as reasonably possible. During the Employment Term, the Company shall maintain directors and officers liability insurance with coverage limits of at least the amount in effect on the date hereof. The Company’s obligations to indemnify Executive and to advance or reimburse expenses provided by this Section shall continue after the termination of the Change in Control.this Agreement or Executive’s employment for any reason. The rights to indemnification and advancement or reimbursement of expenses provided by this Section shall not be deemed exclusive of any other rights to which Executive may be entitled under any charter, bylaw, other organization document, agreement, vote of shareholders or directors or otherwise.

Indemnification.Indemnification and Liability Insurance. The Company shall indemnify and cover Executive under the Company’s directors’ and officers’ liability insurance during the Term in the same amount and to the maximumsame extent permitted under the Company’s bylaws. Subject to reasonable availability of such insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies) shall be maintained, during the Employment Period and for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage provided to any other present officer or director ofas the Company and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.indemnifies and covers its other officers and directors.

Indemnification. Executive will be provided with indemnification against third party claims related to his or her work for the Company as required by Delaware law. The Company shall indemnifyprovide Executive to the maximum extent permitted under the Company’s bylaws. Subject to reasonable availability of suchwith directors and officers liability insurance coverage and subjectat least as favorable as that which the Company may maintain from time to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies) shall be maintained, during the Employment Period andtime for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage provided to any other present officer or directormembers of the Company and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.Board and other executive officers.

Indemnification.7.11Directors’ and Officers’ Liability Insurance. The Company shall indemnify Executiveagrees to maintain in effect throughout the maximum extent permitted underterm of Executive’s employment with the Company’s bylaws. Subject to reasonable availabilityCompany and for a period of such insurance coverage and subject to applicable laws and regulations, atwo years thereafter, directors’ and officers’ liability insurance policy (or policies) shall be maintained, duringpolicies for the Employment Periodbenefit of the Executive in a form at least as comprehensive as, and for six (6) years thereafter, providing coveragein an amount that is no less favorable to Executive thanat least equal to, that maintained by the coverage provided toCompany at such time for any other present officer or director of the Company and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.Company.