D&O Insurance; Indemnification. During the Employment Term, the Company will purchase and maintain, at its own expense, directors' and officers' liability insurance providing coverage to Executive on terms equivalent to those provided to other executive officers. Further, the Company will defend, indemnify and hold Executive harmless, the maximum extent permitted by applicable law and permitted by the Company’s governing documents, from and against legal claims which may be asserted against Executive arising out of Executive’s good faith performance of duties pursuant to this Agreement.

D&O COVERAGE; INDEMNIFICATION. During the Term, the Company shall maintain, for the benefit of the Executive, director and officer liability insurance in form at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company for any other officer or director. In addition, the Executive shall be indemnified by the Company for acts taken within the scope of his employment with the Company or service on the Board to the maximum extent permitted by applicable law. The Executive’s rights under this Section XIX shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto.

Indemnification/D&O Insurance. If Executive is made a party, is threatened to be made a party or reasonably anticipates being made a party, to any formal or informal action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was an officer of the Company, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted by the Company’s bylaws against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, as more fully described and subject to the terms and conditions of the indemnification agreement to be entered into between the Company and Executive (the “Indemnification Agreement”). Subject to the terms and conditions of the Indemnification Agreement, so long as Executive shall continue to serve as an officer of the Company (and for any applicable periods after termination with respect to acts performed as an employee of the Company), the Company shall use reasonable efforts to obtain and maintain in full force and effect directors’ and officers’ liability insurance (the “D&O Insurance”) in reasonable amounts and Executive shall be covered under the D&O Insurance to the same extent as other of the Company’s executives.

Indemnification/D&O. Executive shall continue to be indemnified by the Company to the maximum extent permitted by applicable law and by the Company’s by-laws and shall continue to be covered as an officer and as a director of the Company under the Company’s applicable directors’ and officers’ or other third party liability insurance, including any “tail” coverage following termination of his employment.

Indemnification; D&O Insurance. On the Start Date, Parent and the Executive shall enter into the standard form of indemnification agreement that Parent offers to its Section 16 officers, as referenced in Parent’s Form 10-K filed in February 2020. Without limiting the foregoing, the Company agrees that it will indemnify and hold harmless the Executive (including by advancing all reasonable legal fees and expenses incurred by the Executive within fifteen (15) days of receipt of documentation thereof to the Executive) against any claims, cost and expenses the Executive may incur as a result of any alleged violation of the non-competition restrictions requiring the Executive to refrain from participating in any jewelry events (including, but not limited to, Couture, JA New York, and Las Vegas Antique Jewelry and Watch) or any fasteners events (including, but not limited to, International Fastener Expo, and Match & Meet) contained in an agreement to be entered into by and between the Executive and Reed Elsevier Inc. (the “Limited Non-Compete”) solely in connection with the execution of, or provision of services under, this Agreement or the Executive’s required equity investment in the Company. For the avoidance of doubt, the foregoing indemnification of the Executive shall not apply with respect to any claims, cost and expenses the Executive may incur as a result any alleged violation of the Limited Non-Compete not in connection with the Executive’s execution of, or provision of services under, this Agreement. The Executive shall be covered under any directors’ and officers’ insurance that the Company and Parent maintain for its directors and other officers in the same manner and on the same basis as the Company’s and Parent’s other directors and other senior officers during the Term and for so long as any claims may be made against the Executive consistent with applicable statutes of limitation after the Term.

Company hereby agrees to indemnify Employee and to defend and hold him harmless to the fullest extent permitted by law and under the by-laws of the Company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees at all levels of proceedings), losses, and damages resulting from Employee’s good faith performance of his duties and obligations hereunder. This [Section 10.13] shall survive the termination of this Agreement and Employee’s engagement hereunder.

Indemnification/D&O Insurance. If Executive is made a party, is threatened to be made a party or reasonably anticipates being made a party, to any formal or informal action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was an officer of the Company, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted by the Company’s bylaws against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, as more fully described and subject to the terms and conditions of the indemnification agreement to be entered into between the Company and Executive (the “Indemnification Agreement”). Subject to the terms and conditions of the Indemnification Agreement, so long as Executive shall continue to serve as an officer of the Company (and for any applicable periods after termination with respect to acts performed as an employee of the Company), the Company shall use reasonable efforts to obtain and maintain in full force and effect directors’ and officers’ liability insurance (the “D&O Insurance”) in reasonable amounts and Executive shall be covered under the D&O Insurance to the same extent as other of the Company’s executives.

Indemnification/D&O. Employee shall continue to be indemnified by the Company to the maximum extent permitted by applicable law and by the Company’s by-laws and shall continue to be covered as an officer and as a director of the Company under the Company’s applicable directors’ and officers’ or other third party liability insurance, including any “tail” coverage following Separation Date.

For a period of 6 years after the Closing Date (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the 6 year anniversary of the Closing Date), unless otherwise required by Applicable Law, Buyer shall not, and shall cause the Company not to, amend, repeal or modify any provision in the Organizational Documents or any resolution of the Board of Directors of the Company relating to the limitation, waiver or disclaimer of fiduciary duty or indemnification, exculpation or advancement of expenses of present and former directors, managers, officers or employees of the Company or Seller or any of their respective predecessors (collectively, the “D&O Indemnified Parties”), in their capacities as such, in any manner that would result in such provisions being less favorable to the D&O Indemnified Parties as in effect on the date hereof.

Indemnification; D&O Insurance. Both during and after the Term, the Company hereby agrees to indemnify Executive and hold Executive harmless to the maximum extent permitted by the Company’s organizational documents as in effect from time to time against and in respect of any and all actions, suits, proceedings, investigations, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from Executive’s good faith performance of Executive’s duties and obligations with the Company hereunder. The Company shall cover the Executive under directors’ and officers’ liability insurance to the same extent as the Company covers its other active officers and directors. The foregoing obligations shall survive the termination of Executive’s employment with the Company.