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 hereby agrees to indemnify, defend, save, and hold harmless Employee from and against all claims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs, and expenses which arise out of or are related to the Employee’s performance of this Agreement, failure to perform job functions or duties as required, or result from conduct while engaging in any activity outside the scope of this Agreement, before, during or after the termination 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 from and against any past, present or future claim, action, demand, loss, cost, expense, liability or other damage arising from, and including reasonable attorney’s fees and costs, amounts, expenses, incurred by or imposed against the Employee and arising out of or relating to any past, present or future claim, action, demand, loss, cost, expense, liability or other damage due to Employee’s employment hereunder.