Indemnification. Executive shall be entitled to indemnification with respect to Executive’s services provided hereunder pursuant to applicable law, the terms and conditions of Company’s organizational and governing documents, Company’s directors and officers (“D&O”) liability insurance policy, and Company’s standard indemnification agreement for directors and officers as executed by Company and Executive.

Indemnification. Executive will be provided with indemnification against third party claims related to his or her work for the Company as required by Delaware law. The Company shall be entitled to indemnificationprovide Executive with respect to Executive’s services provided hereunder pursuant to applicable law, the terms and conditions of Company’s organizational and governing documents, Company’s directors and officers (“D&O”) liability insurance policy,coverage at least as favorable as that which the Company may maintain from time to time for members of the Board and Company’s standard indemnification agreement for directors and officers as executed by Company and Executive. other executive officers.

Indemnification. Executive shall be entitledIndemnification and Directors and Officers Liability Insurance. The Company shall, to indemnificationthe fullest extent permitted by applicable law, indemnify Executive with respect to Executive’s services provided hereunder pursuantany threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Company or other entity) by reason of the fact that Executive is or was a director or officer of the Company or of any subsidiary of the Company or is or was serving at the request of the Company as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses, (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding, which amounts the Company will advance to Executive as the same are incurred; however, Executive shall repay any expenses paid or reimbursed by the Company if it is ultimately determined by order of a court of competent jurisdiction (without further right of appeal) that Executive is not legally entitled to be indemnified by the Company. If applicable law,law requires that the terms and conditionsBoard make an investigation and/or determination of the matter for which indemnification is being sought prior to paying or reimbursing Executive, the Company shall use its commercially reasonable efforts to cause the investigation to be made (at the Company’s organizationalexpense) and governing documents, Company’sto have the Board reach a determination as soon as reasonably possible. During the Employment Term, the Company shall maintain directors and officers (“D&O”) liability insurance policy,with coverage limits of at least the amount in effect on the date hereof. The Company’s obligations to indemnify Executive and Company’to advance or reimburse expenses provided by this Section shall continue after the termination of this Agreement or Executive’s standardemployment for any reason. The rights to indemnification agreement forand advancement or reimbursement of expenses provided by this Section shall not be deemed exclusive of any other rights to which Executive may be entitled under any charter, bylaw, other organization document, agreement, vote of shareholders or directors and officers as executed by Company and Executive. or otherwise.

Indemnification. The Company and the Executive shall enter into an Indemnification Agreement pursuant to which the Company shall indemnify the Executive with respect to any actions commenced against the Executive in his capacity as a director or officer or former director or officer of the Company, or any affiliate thereof for which he may serve in such capacity, and the Company shall advance on a timely basis any expenses incurred in defending such actions. The Company agrees to secure and maintain reasonably satisfactory directors’ and officers’ liability insurance with respect to the Executive. The Executive shall be entitleddesignated as a “covered person” under the Company’s Director’s and Officer’s insurance coverage and shall be covered to indemnification with respect to Executive’s services provided hereunder pursuant to applicable law, the terms and conditions of Company’s organizational and governing documents, Company’ssame extent as other directors and officers (“D&O”) liability insurance policy, and Company’executive officers, including following the termination of the Executive’s standard indemnification agreementemployment for directors and officers as executedthe maximum statute of limitations period which could apply to any claim against the Executive which otherwise would be covered by Company and Executive. such insurance.

Indemnification. Company shall defend and indemnify Executive shall be entitled to indemnificationthe fullest extent allowed by law, and to provide him with respect to Executive’s services provided hereunder pursuant to applicable law, the termscoverage under any directors’ and conditions of Company’s organizational and governing documents, Company’s directors and officers (“D&O”)officers’ liability insurance policy, and Company’s standard indemnification agreement forpolicies, in each case on terms not less favorable than those provided to any of its other directors and officers as executed by Companyin effect from time to time. In the event of any inconsistency or conflict between the provisions in this [Section 12] and Executive.any provision in any other indemnity agreement or other agreement between the Parties, the provision in such other agreement shall control.

Indemnification. Executive shalland the Company will enter into the form of indemnification agreement provided to other similarly situated officers and directors of the Company. In addition, Executive will be entitled to indemnification with respect to Executive’s services provided hereunder pursuant to applicable law,named as an insured on the termsdirector and conditions of Company’s organizational and governing documents, Company’s directors and officers (“D&O”)officer liability insurance policy, and Company’s standard indemnification agreementpolicy currently maintained by the Company, or as may be maintained by the Company from time to time, on terms no less favorable than for directors and officers as executed byany other U.S. based executive officer of the Company and Executive. or U.S. based member of the Board.

Indemnification and Liability Insurance. The Company shall indemnify and cover the Executive shall be entitled to indemnification with respect to Executive’under the Company’s services provided hereunder pursuant to applicable law, the termsdirectors’ and conditions of Company’s organizational and governing documents, Company’s directors and officers (“D&O”)officers’ liability insurance policy,during the Term in the same amount and Company’s standard indemnification agreement for directorsto the same extent as the Company indemnifies and covers its other officers as executed by Company and Executive.directors.

Indemnification.Indemnification and Liability Insurance. The Company shall indemnify and cover Executive shall be entitled to indemnification with respect to Executive’under the Company’s services provided hereunder pursuant to applicable law, the termsdirectors’ and conditions of Company’s organizational and governing documents, Company’s directors and officers (“D&O”)officers’ liability insurance policy,during the Term in the same amount and Company’s standard indemnification agreement for directorsto the same extent as the Company indemnifies and covers its other officers as executed by Company and Executive. directors.

Indemnification.Insurance and Indemnity. In no event shall the termination of the Executive’s employment by the Company or any such termination by the Executive pursuant to this Agreement release any claim by the Executive for indemnification that he or she is otherwise entitled to under any director or officer’s insurance policy or any articles, bylaws or other foundation documents of the Company. The Executive shall be entitled [[Organization B:Organization]] protections set forth the Company’s Bylaws (as may be amended and restated from time to indemnificationtime) with respect to Executive’Indemnification of Directors. Without limiting the foregoing, the Company shall provide Executive with reasonable director’s servicesand officer’s insurance coverage that is at least as favorable as the coverage in existence on the date of this Agreement (the “Existing D&O Coverage”); provided, however, that in no event shall the Company be obligated to maintain director’s and officer’s insurance coverage [[Organization B:Organization]] extent that premiums thereunder exceed 200% of the premiums payable by the Company under the Existing D&O Coverage on the date hereof (the “Threshold”); provided, further, that [[Organization B:Organization]] extent such premiums exceed the foregoing Threshold, the Company shall obtain director’s and officer’s insurance coverage on terms as similar as reasonably practicable [[Organization B:Organization]] terms of the Existing D&O Coverage without exceeding the Threshold. Such insurance coverage shall continue in effect during the Employment Period and after the Employment Period ends for a period of six (6) years thereafter. The cost of such coverage shall be paid by the Company. Notwithstanding anything [[Organization B:Organization]] contrary in this Agreement, upon the occurrence of a Change of Control, the obligations set forth in this section shall terminate, provided hereunder pursuant to applicable law,that the Company shall # secure “tail insurance” with respect [[Organization B:Organization]] Existing D&O Coverage on reasonable terms and conditions of Company’s organizationalcoverage, and governing documents,# require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to honor any indemnification obligations that the Executive is otherwise entitled to under any articles, bylaws or other foundation documents of the Company in the same manner as the Company’s directors and officers (“D&O”) liability insurance policy, and Company’s standard indemnification agreement for directors and officers as executed by Company and Executive.immediately prior to such Change of Control.

Indemnification.Indemnification Agreement. Contemporaneously herewith, Executive shall be entitledand Company have entered into an Indemnity Agreement whereby Company agrees to indemnification with respect to Executive’s services provided hereunder pursuant to applicable law,indemnify Executive on the terms as set forth therein. In addition, Company shall use commercially reasonable efforts to obtain a policy of officers and conditions of Company’s organizational and governing documents, Company’s directors and officers (“D&O”) liability insurance policy,covering all officers and Company’s standard indemnification agreement for directors and officersof the Company with coverage as executeddetermined by Company and Executive. the Board of Directors.