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 Executive. The Executive shall be designated as a “covered person” under the Company’s Director’s and Officer’s insurance coverage and shall be covered to the same extent as other directors and executive officers, including following the termination of the Executive’s employment for the maximum statute of limitations period which could apply to any claim against the Executive which otherwise would be covered by such insurance.

Indemnification. The Company and the Executive shall enter into an Indemnification Agreement pursuant to which the Company shall defend and indemnify Executive to the Executivefullest extent allowed by law, and to provide him with respect tocoverage under 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 respectpolicies, in each case on terms not less favorable than those provided to the Executive. The Executive shall be designated as a “covered person” under the Company’s Director’s and Officer’s insurance coverage and shall be covered to the same extent asany of its other directors and executive officers, including followingofficers as in effect from time to time. In the terminationevent of any inconsistency or conflict between the Executive’s employment forprovisions in this Section 12 and any provision in any other indemnity agreement or other agreement between the maximum statute of limitations period which could apply to any claim againstParties, the Executive which otherwise would be covered byprovision in such insurance.other agreement shall control.

Indemnification.Indemnification and Directors and Officers Liability Insurance. The Company andshall, to the Executive shall enter into an Indemnification Agreement pursuant to which the Company shallfullest extent permitted by applicable law, indemnify the Executive with respect to any actions commenced againstthreatened, pending or completed 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 or other entity) by reason of the fact that Executive in his capacity asis or was a director or officer or former director or officer of the Company,Company or of any affiliate thereofsubsidiary 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 settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding, which amounts the Company will advance to Executive as the same 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 he may serve in such capacity, andindemnification is being sought prior to paying or reimbursing Executive, the Company shall advance onuse its commercially reasonable efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a timely basis any expenses incurred in defending such actions. Thedetermination as soon as reasonably possible. During the Employment Term, the Company agrees to secureshall maintain directors and maintain reasonably satisfactory directors’ and officers’officers liability insurance with respectcoverage limits of at least the amount in effect on the date hereof. The Company’s obligations to the Executive. Theindemnify Executive and to advance or reimburse expenses provided by this Section shall be designated as a “covered person” under the Company’s Director’s and Officer’s insurance coverage and shall be covered to the same extent as other directors and executive officers, including followingcontinue after the termination of the Executive’this Agreement or Executive’s employment for the maximum statuteany reason. The rights to indemnification and advancement or reimbursement of limitations periodexpenses provided by this Section shall not be deemed exclusive of any other rights to which could apply toExecutive may be entitled under any claim against the Executive which otherwise would be covered by such insurance.charter, bylaw, other organization document, agreement, vote of shareholders or directors or otherwise.

Indemnification. The CompanyExecutive and the Executive shallCompany will enter into the form of indemnification agreement provided to other similarly situated officers and directors of the Company. In addition, Executive will be named as an Indemnification Agreement pursuant to whichinsured on the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company shall indemnify the Executive with respectfrom time to time, on terms no less favorable than for any actions commenced against the Executive in his capacity as a director or officer or former director orother U.S. based executive officer of the Company,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 Executive. The Executive shall be designated as a “covered person” under the Company’s Director’s and Officer’s insurance coverage and shall be covered to the same extent as other directors and executive officers, including following the terminationU.S. based member of the Executive’s employment for the maximum statute of limitations period which could apply to any claim against the Executive which otherwise would be covered by such insurance.Board.

Indemnification. The CompanyIndemnification and the Executive shall enter into an Indemnification Agreement pursuant to which theLiability Insurance. The Company shall indemnify and cover Executive under 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 satisfactoryCompany’s directors’ and officers’ liability insurance with respect toduring the Executive. The Executive shall be designated as a “covered person” underTerm in the Company’s Director’ssame amount and Officer’s insurance coverage and shall be covered to the same extent as the Company indemnifies and covers its other directorsofficers and executive officers, including following the termination of the Executive’s employment for the maximum statute of limitations period which could apply to any claim against the Executive which otherwise would be covered by such insurance.directors.

Indemnification. The CompanyIndemnification and the Executive shall enter into an Indemnification Agreement pursuant to which theLiability Insurance. The Company shall indemnify and cover the Executive with respect to any actions commenced againstunder 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 satisfactoryCompany’s directors’ and officers’ liability insurance with respect toduring the Executive. The Executive shall be designated as a “covered person” underTerm in the Company’s Director’ssame amount and Officer’s insurance coverage and shall be covered to the same extent as the Company indemnifies and covers its other directorsofficers and executive officers, including following the termination of the Executive’s employment for the maximum statute of limitations period which could apply to any claim against the Executive which otherwise would be covered by such insurance.directors.

Section # Indemnification. TheIn addition to any rights Executive may have under the Company's charter or by-laws, the Company agrees to indemnify Executive and hold Executive harmless, both during the Executive shall enter into an Indemnification Agreement pursuantTerm and thereafter, against all costs, expenses (including, without limitation, fines, excise taxes and attorneys' and accountants’ fees) and liabilities (other than settlements to which the Company does not consent, which consent shall indemnify thenot be unreasonably withheld) (collectively, "Losses") reasonably incurred by Executive in connection with any claim, action, proceeding or investigation brought against or involving Executive with respect to, arising out of or in any way relating to any actions commenced againstExecutive's employment with the Executive in his capacityCompany or Executive's service as a director or officer or former director or officer of the Company,Company; provided, however, that the Company shall not be required to indemnify Executive for Losses incurred as a result of Executive's intentional misconduct or gross negligence (other than matters where Executive acted in good faith and in a manner he reasonably believed to be in and not opposed to the Company's best interests). Executive shall promptly notify the Company of any affiliate thereof for which he may serve in such capacity,claim, action, proceeding or investigation under this paragraph and the Company shall advance onbe entitled to participate in the defense of any such claim, action, proceeding or investigation and, if it so chooses, to assume the defense with counsel selected by the Company; provided that Executive shall have the right to employ counsel to represent him (at the Company's expense) if Company counsel would have a timely basis any expenses incurred"conflict of interest" in defending such actions.representing both the Company and Executive. The Company shall not settle or compromise any claim, action, proceeding or investigation without Executive's consent, which consent shall not be unreasonably withheld; provided, however, that such consent shall not be required if the settlement entails only the payment of money and the Company fully indemnifies Executive in connection therewith. The Company further agrees to secureadvance any and maintainall expenses (including, without limitation, the fees and expenses of counsel) reasonably satisfactory directors’incurred by the Executive in connection with any such claim, action, proceeding or investigation. The Company currently maintains a policy of directors' and officers’officers' liability insurance with respectcovering Executive and, notwithstanding the expiration or earlier termination of this Agreement, the Company shall maintain a directors' and officers' liability insurance policy covering Executive for a period of time following such expiration or earlier termination equal to the Executive.statute of limitations for any claim that may be asserted against Executive for which coverage is available under such directors' and officers' liability insurance policy. The Executiveprovisions of this paragraph shall be designated as a “covered person” under the Company’s Director’s and Officer’s insurance coverage and shall be covered to the same extent as other directors and executive officers, including followingsurvive the termination of the Executive’s employmentthis Agreement for the maximum statute of limitations period which could apply to any claim against the Executive which otherwise would be covered by such insurance.reason.

Indemnification.Indemnification; Insurance. The existing Indemnification Agreement by and between the Company and the Executive shall enter into an Indemnification Agreement pursuant to which(the “Indemnification Agreement”) will continue in effect in accordance with its terms. During the Company shall indemnifyPeriod of Employment, 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 Executive. The Executive shall be designated as a “covered person” undercovered by the Company’Company’s Director’sdirectors and Officer’sofficers liability insurance coverage and shall be covered toon the same extentterms and conditions as other directors and executive officers, including following the terminationgenerally applicable to all officers of the Executive’s employment forCompany. During the maximum statutePeriod of limitations period which could apply to any claim againstEmployment, the Executive which otherwise wouldwill reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be covered by such insurance.the Company or its designee).

Indemnification. TheIndemnification Agreement. Contemporaneously herewith, Executive and Company and the Executive shall enterhave entered into an IndemnificationIndemnity 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. Thewhereby Company agrees to secureindemnify Executive on the terms as set forth therein. In addition, Company shall use commercially reasonable efforts to obtain a policy of officers and maintain reasonably satisfactory directors’ and officers’directors liability insurance with respect to the Executive. The Executive shall be designated as a “covered person” under the Company’s Director’scovering all officers and Officer’s insurance coverage and shall be covered to the same extent as other directors and executive officers, including following the termination of the Executive’s employment forCompany with coverage as determined by the maximum statuteBoard of limitations period which could apply to any claim against the Executive which otherwise would be covered by such insurance.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 provide Executive with directors and the Executive shall enter into an Indemnification Agreement pursuant toofficers liability insurance coverage at least as favorable as that which the Company shall indemnify the Executive with respectmay maintain from time to any actions commenced against the Executive in his capacity as a director or officer or former director or officertime for members of the Company, or any affiliate thereof for which he may serve in such capacity,Board 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 Executive. The Executive shall be designated as a “covered person” under the Company’s Director’s and Officer’s insurance coverage and shall be covered to the same extent as other directors and executive officers, including following the termination of the Executive’s employment for the maximum statute of limitations period which could apply to any claim against the Executive which otherwise would be covered by such insurance.officers.