Employer will, to the maximum extent permitted by Employer's bylaws and applicable law, indemnify and hold Executive harmless for any acts or decisions made in good faith while performing services for Employer; provided, however, that acts determined by the trier of facts to be acts of gross negligence or willful misconduct will not be deemed to be in good faith. To the same extent, Employer will pay, and subject to any legal limitations (including the obligation to repay such advances), advance all expenses, including reasonable attorney fees and costs of court-approved settlements, actually and necessarily

Indemnification of the Executive. The Company will, to the maximum extent permitted by the Company's bylaws and applicable law, indemnify and hold the Executive harmless for any acts or decisions made in good faith while performing the Services; provided, however, that acts determined by the trier of facts to be acts of gross negligence or willful misconduct will not be deemed to be in good faith. To the same extent, the Company will pay, and subject to any legal limitations (including the obligation to repay such advances), advance all expenses, including reasonable attorney fees and costs of court-approved settlements, actually and necessarily incurred by the Executive in connection with the defense of any action, suit or proceeding and in connection with any appeal, which has been brought against the Executive by reason of the Executive's service to the Company while acting in good faith.

Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

Indemnification of Executive. In the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than any action, suit, or proceeding initiated by Executive or the Company related to any contest or dispute between Executive and the Company or any of its affiliates with respect to this Agreement or Executive's employment hereunder) (a "Proceeding"), by reason of the fact that Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, Executive shall be indemnified and held harmless by the Company to the maximum extent permitted under the Company’s Bylaws and governance documents, applicable law, and applicable insurance policies as may be in place from time to time, from and against any liabilities, costs, claims, and expenses, including all reasonable costs and expenses incurred in defense of any Proceeding (including reasonable attorneys' fees). Costs and expenses incurred by Executive in defense of such Proceeding (including attorneys' fees) shall be paid by the Company upon receipt by the Company of # a written request for payment and # appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought.

Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

Indemnification of Executive. In the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than any action, suit, or proceeding initiated by Executive or the Company related to any contest or dispute between Executive and the Company or any of its affiliates with respect to this Agreement or Executive's employment hereunder) (a "Proceeding"), by reason of the fact that Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, Executive shall be indemnified and held harmless by the Company to the maximum extent permitted under the Company’s Bylaws and governance documents, applicable law, and applicable insurance policies as may be in place from time to time, from and against any liabilities, costs, claims, and expenses, including all reasonable costs and expenses incurred in defense of any Proceeding (including reasonable attorneys' fees). Costs and expenses incurred by Executive in defense of such Proceeding (including attorneys' fees) shall be paid by the Company upon receipt by the Company of # a written request for payment and # appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought.

Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.

The Executive understands and acknowledges that his violation of Section 4, Section 9 or any subsection thereof would cause irreparable harm to the Company and the Company would be entitled to an injunction by any court of competent jurisdiction enjoining and restraining the Executive from any employment, service, or other act prohibited by this Agreement. The parties agree that nothing in this Agreement shall be construed as prohibiting the Company from pursuing any remedies available to it for any breach or threatened breach of Section 4, Section 9 or any subsection thereof, including, without limitation, the recovery of actual damages from the Executive or any person or entity acting in concert with the Executive. The Company shall receive injunctive relief without the necessity of posting bond or other security, such bond or other security being hereby waived by the Executive. If any part of Section 9 or any subsection thereof is found to be unreasonable, then it may be amended by appropriate order of a court of competent jurisdiction to the extent deemed reasonable. Furthermore and in recognition that certain provisions in this Agreement are being agreed to by the Company in reliance upon the Executive's compliance with Section 4 and Section 9, in the event of a breach by the Executive of any of the provisions of Section 4, Section 9 or any subsections thereof, damages to the Company would be difficult to determine and, in the event of such breach by the Executive, the Transition Period shall immediately terminate without any action on the part of the Company and: # the Company shall be released from its obligation to make any further payments to the Executive under Section 5(a) above, except to the extent of any payment required to satisfy minimum wage rules; # any unvested portion of any Equity Awards as of the date of such breach shall be immediately forfeited and thereafter not be distributed to the Executive. If either the Company or the Executive brings suit to compel performance of, to interpret, or to recover damages for the breach of this Agreement, the prevailing party in such litigation shall be entitled to recover its reasonable attorneys’ fees in addition to costs and necessary disbursements otherwise recoverable. Additionally, if the Executive breaches any of the provisions of Section 4 or Section 9, any payment made or benefit provided pursuant to Section 5 as well as the value of any Equity Awards that are received by Executive shall be disgorged to the Company by the Executive on a pro-rata basis based upon the number of months during the Transition Period and/or the Restriction Period, as applicable, during which he violated the provisions of Section 4 or Section 9.

Executive. “Executive” means [[Person A:Person]] (date of birth May 8, 1962).

Indemnification by the Executive. To the extent any of Executive's actions or inactions result in damages to the Company which are not covered under the Company's then existing indemnification provisions for officers, its Directors and Officers insurance policy (or similar insurance contract), or would be unlawful for the Company to indemnify, then the Executive shall indemnify and hold harmless the Company, its directors, officers, stockholders, agents, and employees against all claims, costs, expenses, liabilities, and lost profits, including amounts paid in settlement, incurred by any of them as a result of the material breach by the Executive of any provision of Section 2, 6 and/or 7 of this Agreement.