Indemnification; Insurance. The existing Indemnification Agreement by and between the Company and the Executive (the “Indemnification Agreement”) will continue in effect in accordance with its terms. During the Period of Employment, the Executive shall be covered by the Company’s directors and officers liability insurance on the same terms and conditions as generally applicable to all officers of the Company. During the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be the Company or its designee).
Indemnification. The existing Indemnification Agreement by and between the Company and the Executive (the “Indemnification Agreement”) will continueshall enter into an Indemnification Agreement pursuant to which the Company shall indemnify the Executive with respect to any actions commenced against the Executive in effecthis capacity as a director or officer or former director or officer of the Company, or any affiliate thereof for which he may serve in accordancesuch 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 its terms. Duringrespect to the Period of Employment, theExecutive. The Executive shall be designated as a covered person under the Companys Directors and Officers insurance coverage and shall be covered to the same extent as other directors and executive officers, including following the termination of the Executives employment for the maximum statute of limitations period which could apply to any claim against the Executive which otherwise would be covered by the Company’s directors and officers liability insurance on the same terms and conditions as generally applicable to all officers of the Company. During the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be the Company or its designee).insurance.
Indemnification Agreement. Contemporaneously herewith, Executive and Company have entered into an Indemnity Agreement bywhereby Company agrees to indemnify Executive on the terms as set forth therein. In addition, Company shall use commercially reasonable efforts to obtain a policy of officers and betweendirectors liability insurance covering all officers and directors of the Company and the Executive (the “Indemnification Agreement”) will continue in effect in accordance with its terms. During the Period of Employment, the Executive shall be covered by the Company’s directors and officers liability insurance on the same terms and conditionscoverage as generally applicable to all officers of the Company. During the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be the Company or its designee).Directors.
Indemnification. Executive and between the Company will enter into the form of indemnification agreement provided to other similarly situated officers and the Executive (the “Indemnification Agreement”) will continue in effect in accordance with its terms. During the Period of Employment, the Executive shall be covered by the Company’s directors and officers liability insurance on the same terms and conditions as generally applicable to all officers of the Company. During the Period of Employment, theIn addition, Executive will reasonably cooperate withbe named as an insured on the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurancefrom time to time, on the lifeterms no less favorable than for any other U.S. based executive officer of the Executive (the beneficiary of such insurance policy will be the Company or its designee).U.S. based member of the Board.
Indemnification and Liability Insurance. The existing Indemnification Agreement byCompany shall indemnify and betweencover the Executive under the Companys directors and officers liability insurance during the Term in the same amount and to the same extent as the Company indemnifies and the Executive (the “Indemnification Agreement”) will continue in effect in accordance withcovers its terms. During the Period of Employment, the Executive shall be covered by the Company’s directorsother officers and officers liability insurance on the same terms and conditions as generally applicable to all officers of the Company. During the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be the Company or its designee).directors.
Indemnification and Liability Insurance. The existing Indemnification Agreement byCompany shall indemnify and betweencover Executive under the Companys directors and officers liability insurance during the Term in the same amount and to the same extent as the Company indemnifies and the Executive (the “Indemnification Agreement”) will continue in effect in accordance withcovers its terms. During the Period of Employment, the Executive shall be covered by the Company’s directorsother officers and officers liability insurance on the same terms and conditions as generally applicable to all officers of the Company. During the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be the Company or its designee).directors.
During the Period of Employment,Employment Term, Executive will be provided coverage under the Executive shall be covered by the Company’Companys liability insurance policy for directors and officers liability insurance onand form of indemnification agreement as in effect for other directors and senior executives of the sameCompany, subject to the terms and conditions as generally applicable to all officers of the Company. During the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be the Company or its designee).those arrangements.
Indemnification. Company shall defend and indemnify Executive to the fullest extent allowed by law, and between the Companyto provide him with coverage under any directors and the Executive (the “Indemnification Agreement”) will continueofficers liability insurance policies, in effect in accordance witheach case on terms not less favorable than those provided to any of its terms. During the Period of Employment, the Executive shall be covered by the Company’sother directors and officers liability insurance onas in effect from time to time. In the same termsevent of any inconsistency or conflict between the provisions in this [Section 12] and conditions as generally applicable to all officers ofany provision in any other indemnity agreement or other agreement between the Company. DuringParties, the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtainingprovision in such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiary of such insurance policy will be the Company or its designee).other agreement shall control.
Indemnification and Directors and Officers Liability Insurance. The existing Indemnification AgreementCompany shall, to the fullest extent permitted by and betweenapplicable law, indemnify Executive with respect to any 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 (the “Indemnification Agreement”) will continue in effect in accordance withas 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 requires that the Board 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 terms.commercially reasonable efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a determination as soon as reasonably possible. During the Period of Employment,Employment Term, the ExecutiveCompany shall be covered by the Company’smaintain directors and officers liability insurance with coverage limits of at least the amount in effect on the same termsdate hereof. The Company’s obligations to indemnify Executive and conditions as generally applicable to all officersadvance or reimburse expenses provided by this Section shall continue after the termination of the Company. During the Periodthis Agreement or Executive’s employment for any reason. The rights to indemnification and advancement or reimbursement of Employment, theexpenses provided by this Section shall not be deemed exclusive of any other rights to which Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the lifebe entitled under any charter, bylaw, other organization document, agreement, vote of the Executive (the beneficiary of such insurance policy will be the Companyshareholders or its designee).directors or otherwise.
Indemnification. The existing Indemnification Agreement by and betweenCompany shall indemnify Executive to the Company and the Executive (the “Indemnification Agreement”) will continue in effect in accordance with its terms. During the Period of Employment, the Executive shall be covered bymaximum extent permitted under the Company’s directors and officers liability insurance on the same terms and conditions as generally applicablebylaws. Subject to all officers of the Company. During the Period of Employment, the Executive will reasonably cooperate with the Company (which may include, but is not limited to, obtaining such physical exams as the applicable insurer may request) in obtaining and maintaining, if so determined by the Board in consultation with the Executive, key person life insurance on the life of the Executive (the beneficiaryreasonable availability of such insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy will(or policies) shall be maintained, during the Employment Period and for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage provided to any other present officer or director of the Company or its designee).and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.
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