Indemnification By Company. Subject to the terms of the Company’s Articles of Incorporation, each member of the Company Group agrees, jointly and severally, to indemnify, defend and hold harmless the Executive and his estate to the greatest extent permitted by Delaware law for any and all claims arising out of or related to Executive’s service as an officer, director or employee of any member of Company Group; provided that such indemnification under this Section 19(k) shall not apply and the Executive and his estate shall have no right to claim such indemnification if the Company determines that any claim against the Company Group or the Executive or his estate relates to (directly or indirectly) Executive’s fraud, bad faith, willful misconduct or gross negligence.

Indemnification Byby the Company. Subject toTo the terms of the Company’s Articles of Incorporation, each member offullest extent permitted by applicable law, the Company Group agrees, jointly and severally, toshall indemnify, defenddefend, and hold harmless the Executive from and his estate to the greatest extent permitted by Delaware law foragainst any and all claimsclaims, demands, actions, causes of action, liabilities, losses, judgments, fines, costs, and expenses (including reasonable attorneys' fees and settlement expenses) arising out offrom or relatedrelating to Executive’shis service or status as an officer, directordirector, executive, agent, or employeerepresentative of the Company or any membersubsidiary of the Company Group; providedor in any other capacity in which the Executive serves or has served at the request of, or for the benefit of, the Company or its subsidiaries, including but not limited to claims alleged by Executive's former employer regarding solicitation of employees; provided, however, that such indemnificationthe Company shall not be responsible to indemnify the Executive for any actions of gross negligence or willful misconduct. The Company's obligations under this Section 19(k)10 shall be in addition to, and not apply andin derogation of, any other rights the Executive and his estate shallmay have no right to claim such indemnification if the Company determines that any claim against the Company Groupto indemnification or the Executiveadvancement of expenses, whether by statute, contract or his estate relates to (directly or indirectly) Executive’s fraud, bad faith, willful misconduct or gross negligence.otherwise.