Indemnification By Company. Subject to the terms of the Company’s Articles of Incorporation, each member of the Company Group agrees, jointly and severally, to indemnify, defend and hold harmless the Executive and his estate to the greatest extent permitted by Delaware law for any and all claims arising out of or related to Executive’s service as an officer, director or employee of any member of Company Group; provided that such indemnification under this Section 19(k) shall not apply and the Executive and his estate shall have no right to claim such indemnification if the Company determines that any claim against the Company Group or the Executive or his estate relates to (directly or indirectly) Executive’s fraud, bad faith, willful misconduct or gross negligence.

Indemnification by the Company. To the fullest extent permitted by applicable law, the Company shall indemnify, defend, and hold harmless the Executive from and against any and all claims, demands, actions, causes of action, liabilities, losses, judgments, fines, costs, and expenses (including reasonable attorneys' fees and settlement expenses) arising from or relating to his service or status as an officer, director, executive, agent, or representative of the Company or any subsidiary of the Company or in any other capacity in which the Executive serves or has served at the request of, or for the benefit of, the Company or its subsidiaries, including but not limited to claims alleged by Executive's former employer regarding solicitation of employees; provided, however, that the Company shall not be responsible to indemnify the Executive for any actions of gross negligence or willful misconduct. The Company's obligations under this Section 10 shall be in addition to, and not in derogation of, any other rights the Executive may have against the Company to indemnification or advancement of expenses, whether by statute, contract or otherwise.