Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the Trust shall provide that # the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, # the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under [Section 2(c)] of this Agreement), # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, # the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and # all unexpended funds in the Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this [Section 7] shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control)Control, the Company shall,shall promptly, upon written request by Indemnitee, create a Trusttrust for the benefit of the Indemnitee and(the “Trust”) and, from time to time upon written request of Indemniteeby Indemnitee, shall fund the Trust in an amount sufficient to satisfy # any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/orfor and defending any ProceedingClaim relating to an Indemnifiable Event. The amountEvent, and # any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or amountsclaimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party.paid. The terms of the Trust shall provide thatthat, upon a Change in Control, # the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee,Indemnitee; # the Trusteetrustee of the Trust (the “Trustee”), shall advance,advance to Indemnitee, within ten (10) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and theand Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under [Section 2(c)b)] of this Agreement),above); # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above,above; # the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise,otherwise; and # all unexpended funds in the Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by Indemnitee, with the Indemnitee.approval of the Company (which approval shall not be unreasonably withheld or delayed). Nothing in this [Section 7]4] shall relieve the Company of any of its obligations under this Agreement. All income earned onAgreement or any provision of the assets heldCharter Documents or other agreement now or hereafter in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes.effect. The Company shall pay all costs of establishing and maintaining the Trust and shall agree to indemnify the Trustee against any and all expenses (including attorneys'attorneys’ fees), claims, liabilities, loss,losses and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

Establishment of Trust. In the event of a Potential Change in Control (other thanor a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control)Control, the Company shall, upon written request by Indemnitee, create a Trusttrust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficientequal to satisfy any and all ExpensesIndemnifiable Liabilities reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event.Claim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the Trust shall provide thatthat, upon a Change in Control, # the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee,Indemnitee; # the Trusteetrustee of the Trust shall advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances forin which the Indemnitee would be required to reimburse the Company for Expense Advances under [Section 2(c)] of this Agreement),; # the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above,above; # the Trusteetrustee of the Trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise,otherwise; and # all unexpended funds in thethat Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trusteetrustee of the Trust shall be chosen by the Indemnitee. Nothing in this [Section 7]4] shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.