Indemnification Agreement; Director and Officer Liability Insurance. Executive shall be covered under an Indemnification Agreement substantially in the form provided to the Company’s other officers and directors. In addition, Executive shall be covered under the Company’s director and officer liability insurance coverage.

Resignation as Officer and Director. Upon termination of this Agreement and the Executive's employment hereunder for any reason by either party, the Executive shall be deemed to have resigned from all offices and positions the Executive may hold with the Company at such time including without limitation Board membership and/or positions as an officer of the Company.

Director & Officer Liability Insurance; Indemnification. During the Term, the Company will maintain Consultant as an insured, at the Company's expense, under the Director and Officer Liability Insurance policy applicable to Company directors and officers. In addition, Consultant shall be entitled to indemnification by the Company for losses (including any defense costs and attorneys' fees) incurred in connection with performance of the Services or her status as a consultant to the same extent as if Consultant were an officer of the Company during the Term.

Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

Resignation as Officer and Director. Effective as of the Transition Date, Employee hereby resigns from all positions and offices currently held as a director and as an officer of the Company and all of its subsidiaries. Employee acknowledges that his resignation is not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Employee also agrees to execute any necessary documents or other forms necessary to effectuate or document his resignation as a matter of local, state, federal or international law. Effective as of the end of the Transition Period, Employee further understands and agrees that he will no longer serve in any positions with the Company or any subsidiary or affiliate of the Company.

The Senior Executive must use his best efforts to look after all documents, items and materials he may receive from the Company, and to preserve them in good condition.

We are of the understanding that: # you have checked to make sure that you are under no legal obligations (by contract with a prior employer or otherwise) that would prevent or prohibit you from performing the duties of the position that you are being offered, # you have had the opportunity to seek legal advice if it was necessary to address or evaluate your obligations in this regard, # that you can represent to the Company that you are under no legal obligations that would prohibit you from performing the duties of the position being offered to you, and that # you will not, in the performance of your duties to the Company, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favor of any third party.

Director and Officer Liability Insurance. The Company will use commercially reasonable efforts to maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.