Expenses. For purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement, the Company’s Bylaws, Certificate of Incorporation, applicable law, or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he or she is not compensated by the Company or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.

Expenses. For purposes of this Agreement, the term “expenses”“Expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement, the Company’s Bylaws, Certificate of Incorporation, applicable law,Code or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law.otherwise. The term “expenses”“Expenses” shall also include reasonable compensation for time spent by Indemnitee for which he or she is not compensated by the Company or any affiliatesubsidiary or third partyparty: # for any period during which Indemnitee is not an agent,Agent, in the employment of, or providing services for compensation to, the Company or any affiliate;subsidiary; and # if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expensesExpenses are incurred, for Indemnitee while an agentAgent of, employed by, or providing services for compensation to, the Company or any affiliate.subsidiary.

“Expenses” shall include, subject to the last sentence of this paragraph, all reasonable attorneys’ fees for one or more counsel, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include # Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and # for purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably14(d) only, Expenses incurred by Indemnitee in connection with the investigation,interpretation, enforcement or defense or appeal of a proceeding or establishing or enforcing a right to indemnificationIndemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the Company’purposes of any advancement or indemnification of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s Bylaws, Certificatecounsel as being reasonable in the good faith judgment of Incorporation, applicable law, or otherwise,such counsel shall be presumed conclusively to be reasonable, both as to amount and as to any allocation which is required to be made. Expenses, however, shall not include amounts paid in settlement by Indemnitee or on behalfthe amount of Indemnitee, butjudgments or fines against Indemnitee. The parties also agree that the selection of counsel to represent Indemnitee shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he or she is not compensated bybe subject to the Company or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directorsprior written approval of the Company who are not partiesand that any such Indemnitee’s counsel shall agree, as a condition of such selection, to any action with respectabide by the Company’s Outside Counsel Policies and Procedures, as such may be amended from time to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.time.

“Expenses” shall be broadly construed and shall include, without limitation,mean all direct and indirect costscosts, fees and expenses of any type or nature whatsoever (including,and shall specifically include, without limitation, all attorneys’, witness, or other professionalreasonable attorneys’ fees, retainers, court costs, transcript costs, fees and related disbursements, and other out-of-pocket costs of whatever nature), actuallyexperts, witness fees and reasonablycosts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred by Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness, in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including, but not limited to, the investigation, defensepremium for appeal bonds, attachment bonds or appealsimilar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of a proceeding or establishing or enforcing a right to indemnification under this Agreement, the Company’s Bylaws, Certificate of Incorporation, applicable law, or otherwise,any such Expenses, and amounts paid in settlementshall also specifically include, without limitation, all reasonable attorneys’ fees and all other expenses incurred by or on behalf of Indemnitee, butIndemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement, contribution or any other right provided by this Agreement. Expenses, however, shall not include any judgments,amounts of judgments or fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he or she is not compensated by the Company or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.Indemnitee.

The term “expenses” shall be broadly construed and“Expenses” shall include, without limitation, all direct and indirect costsexpenses of any typeinvestigations, judicial or nature whatsoever (including, without limitation, all attorneys’, witness,administrative proceedings or other professionalappeals, attorneys' fees and related disbursements,disbursements and other out-of-pocket costsany expenses of whatever nature), actually and reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under Paragraph 9 of this Agreement, the Company’s Bylaws, Certificate of Incorporation, applicable law, or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include anythe amount of judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spentor settlements paid by Indemnitee for which he or she is not compensated by the Company or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.Indemnitee.

(G) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include # Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and # for purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably[Section 14(d)] only, Expenses incurred by Indemnitee in connection with the investigation,interpretation, enforcement or defense or appeal of a proceeding or establishing or enforcing a right to indemnificationIndemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the Company’purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s Bylaws, Certificate of Incorporation, applicable law, or otherwise, andcounsel as being reasonable shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or on behalfthe amount of Indemnitee, but shall not include any judgments,judgments or fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he or she is not compensated by the Company or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.Indemnitee.

“Expenses” shall include, without limitation, all directany judgments, fines, and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred bypenalties against Indemnitee in connection with the investigation, defense or appeala Proceeding; amounts paid by Indemnitee in settlement of a proceedingProceeding; and all attorneys' fees and disbursements, accountants' fees and disbursements, private investigation fees and disbursements, retainers, court costs, transcript costs, fees of experts, fees and expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses reasonably incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding or establishing Indemnitee's right or enforcing a rightentitlement to indemnification under this Agreement, the Company’s Bylaws, Certificate of Incorporation, applicable law, or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he or she is not compensated by the Company or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.foregoing.

(x) “Expenses” means all reasonable attorney’s fees, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, fax transmission charges, secretarial services, delivery service fees and all other disbursements or expenses paid or incurred in connection with defending, preparing to defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding, or incurred in connection with seeking indemnification under this Agreement. For purposes of this Agreement, the term “expenses”definition, Indemnitee’s assertion of a counter-claim in a claim pending against him or her shall be broadly construed andconsidered “defending” such claim; provided that in the case of a counter-claim against the Company, such counter-claim shall include, without limitation, all direct and indirect costsbe included in this definition only if such counter-claim is a Covered Counter-Claim; provided further that if an Indemnitee is successful in maintaining his or her counter-claim as to which Expenses have been advanced, the Indemnitee shall reimburse the Company for such expenses relating to such counter-claim up to but not to exceeding the amount of any typerecovery by the Indemnitee. Expenses will also include Expenses paid or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred by Indemnitee in connection with any appeal resulting from any Proceeding, including the investigation, defensepremium, security for and other costs relating to any appeal bond or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement, the Company’s Bylaws, Certificate of Incorporation, applicable law, or otherwise, andits equivalent. Expenses, however, will not include amounts paid in settlement by Indemnitee or on behalfthe amount of Indemnitee, but shall not include any judgments,judgments or fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he or she is not compensated by the Company or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.Indemnitee.

“Expenses” means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses also shall include # Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and # for purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably[Section 5] only, Expenses incurred by the Indemnitee in connection with the investigation,interpretation, enforcement or defense or appeal of a proceeding or establishing or enforcing a right to indemnificationthe Indemnitee's rights under this Agreement, the Company’s Bylaws, Certificate of Incorporation, applicable law,by litigation or otherwise, andotherwise. Expenses, however, shall not include amounts paid in settlement by the Indemnitee or on behalfthe amount of Indemnitee, but shall not includejudgments or fines against the Indemnitee. The parties agree that for the purposes of any judgments, fines or penalties actually levied against Indemnitee for such individual’s violationsadvancement of law. The term “expenses” shall also include reasonable compensation for time spent by IndemniteeExpenses for which he or she is not compensated bythe Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directorsdeclaration of the Company who are not partiesIndemnitee’s counsel as being reasonable shall be presumed conclusively to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.be reasonable.

(h) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of this Agreement, the term “expenses” shall be broadly construedexperts, witness fees, travel expenses, duplicating costs, printing and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professionalbinding costs, telephone charges, postage, delivery service fees and related disbursements, andall other out-of-pocket costsdisbursements or expenses of whatever nature), actually and reasonablythe types customarily incurred by Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the investigation, defenseIndemnitee as a result of the actual or appealdeemed receipt of a proceeding or establishing or enforcing a right to indemnificationany payments under this Agreement, including without limitation the Company’s Bylaws, Certificate of Incorporation, applicable law,premium, security for, and other costs relating to any cost bond, supersede as bond, or otherwise, andother appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or on behalfthe amount of Indemnitee, but shall not include any judgments,judgments or fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he or she is not compensated by the Company or any affiliate or third party # for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any affiliate; and # if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any affiliate.Indemnitee.