Indemnification by Employer. From and after the Separation Date, Employer shall indemnify, defend and hold harmless Employee against all costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred by Employee as a party to or witness or other participant in, or if Employee is threatened to be made a party to or witness or other participant in, any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring prior to his termination, with respect to the Company or which is based upon or relates to Employee's capacity as an employee of Employer, to the fullest extent Employee is permitted to be indemnified under law as in effect on the date of this Agreement.

Employer shallhereby agrees to indemnify, defenddefend, save, and hold harmless Employee from and against all costs orclaims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs, and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred by Employee as a party to or witness or other participant in, or if Employee is threatened to be made a party to or witness or other participant in, any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arisingwhich arise out of actions or omissions occurring prior to his termination, with respectare related to the CompanyEmployee’s performance of this Agreement, failure to perform job functions or which is based uponduties as required, or relates to Employee's capacity as an employeeresult from conduct while engaging in any activity outside the scope of Employer, tothis Agreement, before, during or after the fullest extent Employee is permitted to be indemnified under law as in effect on the datetermination of this Agreement. Employer understands that this obligation of indemnification survives the expiration or termination of this Agreement.

Indemnification. The Company agrees to indemnify and hold the Employee, harmless Employeefrom and against all costsany past, present or expenses (includingfuture claim, action, demand, loss, cost, expense, liability or other damage arising from, and including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilitiesattorney’s fees and costs, amounts, expenses, incurred by or imposed against the Employee as a party to or witness or other participant in, or if Employee is threatened to be made a party to or witness or other participant in, any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative,and arising out of actions or omissions occurring priorrelating to his termination, with respectany past, present or future claim, action, demand, loss, cost, expense, liability or other damage due to the Company or which is based upon or relates to Employee'Employee’s capacity as an employee of Employer, to the fullest extent Employee is permitted to be indemnified under law as in effect on the date of this Agreement.employment hereunder.