Common use of Establishment of Trust Clause in Contracts

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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by Indemnitee and upon the Indemniteeexecution and delivery to the Company of an undertaking providing that Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee 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), (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) 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 (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by Indemnitee and the Company or, if Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

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 the Indemnitee, create a Trust trust for the benefit of the Indemnitee (“Trust”) and from time to time-to-time upon written request of Indemnitee by the Indemnitee, shall fund the such Trust in an amount sufficient to satisfy any and all Expenses Expenses, judgments, penalties, fines and settlement amounts actually and reasonably incurred by or on behalf of such Indemnitee or claimed, reasonably anticipated at the time of each such request or proposed to be incurred paid in connection accordance with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventthe terms of this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the prior written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (“Trustee”) shall advance, within ten two business days of a request by the IndemniteeIndemnitee and in accordance with Article V of this Agreement, 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)Indemnitee, (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 IndemniteeIndemnitee and agreed to by the Company. Nothing in this Section 7 Article IX 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 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 The Company shall, upon written request by Indemnitee, will create a Trust trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request by Indemnitee will, if so authorized by the Company's Board of Indemnitee shall Directors, 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 investigatingrequest, preparing forand any and all judgments, participating infines, and/or defending penalties and settlement amounts of any Proceeding and all Claims relating to an Indemnifiable Event. The amount Event from time to time actually paid or amounts reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall will provide that (i) the Trust shall will not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall trustee thereunder (the "Trustee") will advance, within ten two (2) 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)Indemnitee, (iii) the Trust shall will continue to be funded by the Company in accordance with and to the extent of the funding obligation set forth above, (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for to which Indemnitee is entitled in respect of the Indemnitee shall be entitled to Company's indemnification pursuant to obligations under this Agreement or otherwise, and (v) all unexpended funds in the Trust shall will revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall will be an independent third party, and will be chosen by the Indemnitee. Nothing in this Section 7 shall 3 will relieve the Company of any of its it 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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.

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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business thirty (30) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 no later than thirty (30) days after notice pursuant to Section 4(a) and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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, 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, 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 Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential 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 Expense 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 Independent CounselReviewing Party. The terms of the Trust shall provide that upon a Change in Control, (iI) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 Change The Company may, 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 Indemniteeits sole discretion, create a Trust trust (the "Trust") for the benefit of the Indemnitee and and, to the extent such Trust has been created, from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses Indemnified Amounts (including Advanced Amounts) which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by 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 EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselindependent legal counsel appointed under Section 4 hereof. The terms of If the Trust is established, the terms thereof shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust (the "Trustee") shall advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses Advanced Amounts 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(c3(b)(ii) of this Agreementhereof), (iii) ; the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts Indemnified Amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal 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 Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential Change in Control) , the Company Corporation shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee ("the Trust") and from time to time time, upon written request of Indemnitee 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 under the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that on a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and provided that the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company Corporation under Section 2(c) of this Agreement2.3 above), (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth abovein this Section 6, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to under this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon Corporation on a final determination by the Independent Counsel 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 6 shall relieve the Company Corporation 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 Corporation for federal, state, local, and foreign tax purposes. The Company Corporation shall pay all costs of establishing and maintaining the Trust 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 Potential Change in Control approved by a majority the Board of Directors of the directors on Company prior to the Change in Control or in the event of such a Change in Control that has been so approved, if the Board who were directors immediately prior to such Change determines in Control) its discretion that this Section 12 should still apply, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee Indemnitee; and from time to time upon written request of Indemnitee the Company shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred incurred, and any and all judgments, fines, penalties and settlement amount actually paid or claimed, reasonably anticipated or proposed to be paid, in connection with investigatingany pending or competed action, preparing for, participating in, and/or defending any Proceeding relating suit or proceeding pursuant to an Indemnifiable Eventwhich a claim for indemnification or advancement may be applied for by Indemnitee pursuant to this Agreement. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten business 15 days after receipt of a request by the Indemnitee, any and all Expenses Expenses, judgments, fines or settlement amounts to the Indemnitee for which funding has been provided (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement10 hereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, (iv) the Trustee trustee shall promptly pay to Indemnitee, from and to the Indemnitee extent such trust has been funded, all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdictionFinal Judgment, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen an Independent Counsel or another independent person agreed upon by the Company and the Indemnitee. Nothing in this Section 7 12 shall relieve the Company of any of its obligations under this AgreementAgreement or under applicable law, the Company’s Certificate of Incorporation or By-Laws. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Notwithstanding the foregoing, the Company shall pay all costs have the right, in its sole discretion, in lieu of establishing creating and maintaining funding such trust, to purchase and maintain one or more bonds or other forms of adequate security from an insurance company, surety company or similar source reasonably acceptable to Indemnitee, for 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 amounts which it would otherwise be required to place in trust pursuant to this Agreement or the establishment and maintenance of the TrustSection 12.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust "Trust" for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the "Trustee") shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the IndemniteeIndemnitee and upon the execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee 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), (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) 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 (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

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 The Company shall, upon written request by Indemnitee, will create a Trust trust (the “Trust”) for the benefit of the Indemnitee and from time to time upon written request by Indemnitee will, if so authorized by the Company's Board of Indemnitee shall Directors, 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 investigatingrequest, preparing forand any and all judgments, participating infines, and/or defending penalties and settlement amounts of any Proceeding and all Claims relating to an Indemnifiable Event. The amount Event from time to time actually paid or amounts reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall will provide that (i) the Trust shall will not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall trustee thereunder (the “Trustee”) will advance, within ten .within two (2) 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)Indemnitee, (iii) the Trust shall will continue to be funded by the Company in accordance with and to the extent of the funding obligation set forth above, (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for to which Indemnitee is entitled in respect of the Indemnitee shall be entitled to Company's indemnification pursuant to obligations under this Agreement or otherwise, and (v) all unexpended funds in the Trust shall will revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall will be an independent third party, and will be chosen by the Indemnitee. Nothing in this Section 7 shall 3 will relieve the Company of any of its it 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund such Trust, to the Trust extent permitted by law, 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 for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten (10) business days of a request by the Indemnitee, upon Indemnitee's having made the undertaking required under Section 2(a) hereof, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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 trust shall be reported as income by the Company for federal, state, local, 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 of Control (other than or a Change in of Control approved by a majority of any of the directors on Companies, the Board who were directors immediately prior to such Change in Control) the Company Companies shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses Indemnifiable 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 EventClaim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that that, upon a Change of Control of any of the Companies, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business days of a request by the Indemnitee, any and all reasonable Expenses (any determination concerning the reasonableness of the Expenses shall be made by the Reviewing Party) to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company Companies for Expense Advances under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee 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, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company Companies upon a final determination by the Independent Counsel 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 trustee of the Trust shall be chosen by the Indemnitee, and shall be a financial institution that is not affiliated with Indemnitee. Nothing in this Section 7 4 shall relieve the Company Companies of any of its their 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 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 Independent CounselReviewing Party. The terms of the Trust shall provide that that: (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) 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), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid, provided that in no event shall more than $250,000 be required to be deposited in any trust created hereunder (and no more than $1,000,000 in the aggregate with respect to any such trusts created under this Agreement and all Indemnification Agreements with directors and officers) in excess of amounts deposited in respect of reasonably anticipated Expenses. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the such 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 for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten (10) business days of a request by the Indemnitee, upon Indemnitee's having made the undertaking required under Section 2(a) hereof, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee the Company 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 and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any situation in which Independent CounselLegal Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten five 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 in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee 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, ; and (v) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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 trust shall be reported as income by the Company for federal, state, local, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, may create a Trust trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees) and from time to time upon written request of Indemnitee shall fund such trust in such amounts as the Trust in an amount sufficient Board may determine 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 for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and all judgments, fines, penalties and settlement amounts of all Claims relating to an Indemnifiable Event from time to time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust any trust established pursuant hereto shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee 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 trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (viv) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee shall be chosen by a person or entity satisfactory to 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.

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 trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust trust in an amount sufficient to satisfy any and all Expenses 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 proceeding relating to an Indemnifiable Eventany indemnifiable event covered herein. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that (i) the Trust trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c3(a) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee shall be chosen by the Indemnitee. Nothing in this Section 7 3(g) shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust 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 trust and shall indemnify the Trustee 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 Trusttrust.

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 Potential Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust (the “Trust”) for the benefit of the Indemnitee Indemnitee, and from time to time upon written request of the Indemnitee shall fund such Trust, to the Trust extent permitted by law, 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 for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special independent counsel referred to in Section 6 is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (the “Trustee”) shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law, (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) 4 of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a bank or trust company or other individual or entity chosen by the IndemniteeIndemnitee and acceptable to and approved of by the Company. 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, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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 trust shall be reported as income by the Company for federal, state, local, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(cSECTION 2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee shall be chosen by the Indemnitee. Nothing in this Section 7 SECTION 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, 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 of Control (other than or 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 trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses Indemnifiable 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 EventClaim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that that, upon a Change of Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business days of a request by the Indemnitee, any and all reasonable Expenses (any determination concerning the reasonableness of the Expenses shall be made by the Reviewing Party) to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee 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, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee of the Trust shall be chosen by the Indemnitee, and shall be a financial institution that is not affiliated with 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.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreementhereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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 trust shall be reported as income by the Company for federal, state, local, 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 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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 order to secure the event obligations of the Company to indemnify and to advance Expenses to Indemnitee pursuant to this Agreement, upon a Change in of 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) Company, the Company shall, upon written request by Indemnitee, create or its successor or assign shall establish a Trust (the "Trust") for the benefit of the Indemnitee Indemnitee, the trustee (the "Trustee") of which shall be chosen by the Company and which is reasonably acceptable to the Indemnitee. Thereafter, from time to time time, upon receipt of a written request of Indemnitee from Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Liabilities and 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 Eventfor which the Company may indemnify Indemnitee hereunder. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected jointly by the Company and the Indemnitee. The terms of the Trust shall provide that except upon the consent of the Indemnitee and the Company, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advanceadvance to the Indemnitee, within ten business 20 days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and Expenses, the Indemnitee hereby agrees agreeing to reimburse the Trustee of the Trust under the same circumstances for all Expenses so advanced if a final determination is made by a court in a final adjudication from which there is no further right of appeal that the Indemnitee would is not entitled to be required to reimburse the Company indemnified under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth abovein this Section, (iv) the Trustee shall promptly pay to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel selected by Indemnitee or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the funding of the Trust under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company establishment of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income not, in any way, diminish the Company's obligation to indemnify Indemnitee against Expenses and Liabilities to the full extent required 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 TrustAgreement.

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 The Company shall, upon written request by Indemnitee, will create a Trust trust (the “Trust”) for the benefit of the Indemnitee and from time to time upon written request by Indemnitee will, if so authorized by the Company’s Board of Indemnitee shall Directors, 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 investigatingrequest, preparing forand any and all judgments, participating infines, and/or defending penalties and settlement amounts of any Proceeding and all Claims relating to an Indemnifiable Event. The amount Event from time to time actually paid or amounts reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall will provide that (i) the Trust shall will not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall trustee thereunder (the “Trustee”) will advance, within ten two (2) 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)Indemnitee, (iii) the Trust shall will continue to be funded by the Company in accordance with and to the extent of the funding obligation set forth above, (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for to which Indemnitee is entitled in respect of the Indemnitee shall be entitled to Company’s indemnification pursuant to obligations under this Agreement or otherwise, and (v) all unexpended funds in the inthe Trust shall will revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall will be an independent third party, and will be chosen by the Indemnitee. Nothing in this Section 7 shall 3 will relieve the Company of any of its it 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 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 Potential Change in Control) , the Company Corporation shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee “Trust”) 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 and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties, and settlement amounts (including all interest, assessments, and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties, and settlement amounts) of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any situation in which Special Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten two 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 in which the Indemnitee would be required to reimburse the Company Corporation for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee 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, ; and (v) all unexpended funds in the that Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdictionjurisdiction or arbitral tribunal, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company Corporation 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) the Company shall, upon written request by Indemnitee, create a Trust trust (the "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 Losses and Expenses which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by 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 EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Special Independent CounselCounsel is involved. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business twenty 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c4(e) of this Agreement), ; (iii) the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Losses and Expenses for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee of the Trust 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the IndemniteeIndemnitee and upon the execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee 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), (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) 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 (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

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) Company, as hereinafter defined, the Company shall, upon written request by Indemniteethe Director, create a Trust trust for the benefit of the Indemnitee Director and from time to time upon written request of Indemnitee the Director shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably that may properly be subject to indemnification under Section 3 above 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 Eventrequest. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing this funding obligation shall be determined by a majority vote of a quorum consisting of directors who are not parties to such Proceeding, if any, the Independent Counselexecutive committee of the Board of Directors or the President of the Corporation. If all such individuals are parties to the Proceeding, if any, the amount or amounts to be deposited in the trust shall be determined by independent legal counsel. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, Director; (ii) the Trustee trustee shall advance, within ten two (2) business days of a request by the IndemniteeDirector, any and all Expenses amount properly payable 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 director under Section 2(c) 3 of this Agreement), ; (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee shall promptly pay to the Indemnitee Director all amounts for which the Indemnitee Director shall be entitled to indemnification pursuant to this Agreement or otherwise, ; and (v) all unexpended expended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee Director has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen by the IndemniteeDirector and shall be a national or state chartered commercial bank. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on At the assets held time of each draw from the trust fund, the Director shall provide the trustee with a written request providing that the Director undertakes to repay such amount to the extent that it is ultimately determined that the Director is not entitled to such indemnification. Any funds, including interest or investment earnings thereon, remaining in the Trust trust shall revert and be reported as income by paid to the Company for federalif (i) a Change in Control has not occurred and (ii) the Board of Directors, state, local, and foreign tax purposes. The Company shall pay all costs the executive committee 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 Board of or relating to this Agreement Directors or the establishment and maintenance President of the TrustCompany determines that the circumstances giving rise to that particular funding of the trust no longer exists.

Establishment of Trust. In the event of a Potential Change in Control (other than or 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 trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses Indemnifiable 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 EventClaim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust 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 in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee 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, ; and (v) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been received amounts, if any, which fully indemnified satisfy the Company's obligation to indemnify Indemnitee under the terms of this Agreement. The Trustee trustee 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.

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 Independent CounselReviewing Party. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 Change potential business combination or change in Control (other than a Change in Control approved by a majority control of the directors on Corporation of the Board who were directors immediately prior type required to such be reported under Item 1 of Form 8-K promulgated under the Exchange Act (collectively, a "Change in Control) "), the Company Corporation shall, upon written request by the Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request of the Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses Indemnified Amounts (including, without limitation, Advanced Amounts) which are actually paid (but not as yet reimbursed) or which the Indemnitee reasonably anticipated at determines from time to time may be payable by 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 EventCorporation under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselindependent legal counsel appointed under Section 4 hereof. The terms of the Trust shall provide that following its establishment: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business twenty (20) days of a request by the Indemnitee, any and all Expenses Advanced Amounts to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company Corporation under Section 2(c3(b)(ii) of this Agreement), hereof; (iii) the Trust Corporation shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Indemnified Amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified Indemnified under the terms of this Agreement. The Trustee trustee of the Trust 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any Indemnitee and all Expenses upon the execution and delivery to the Indemnitee (and Company of an undertaking providing that the Indemnitee hereby agrees undertakes to reimburse repay the Trust under advance to the same circumstances for which extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), Company; (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification indemnification, or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; and (iib) upon a Change in Control: (i) the Trustee shall advancemake advances of Expenses, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any Indemnitee and all Expenses upon the execution and delivery to the Indemnitee (and Company of an undertaking providing that the Indemnitee hereby agrees undertakes to reimburse repay the Trust under advance to the same circumstances for which extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), Company; (iiiii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (iviii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification indemnification, or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

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) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed or reasonably anticipated or proposed to be paid, provided that in no event shall more than $250,000 be required to be deposited in any trust created hereunder (and no more than $1,000,000 in the aggregate with respect to any such trusts created under this Agreement and all indemnification agreements with directors and officers) in excess of amounts deposited in respect of reasonably anticipated Expenses. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which determination the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change of Control (ia) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (iib) the Trustee 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 trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(a) of this Agreement), (iiic) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (ivd) the Trustee 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 (ve) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the IndemniteeIndemnitee and upon the execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee 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), (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) 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 (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 16 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 13(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; and (iib) upon a Change in Control: (i) the Trustee shall advancemake advances of Expenses, to the fullest extent permitted by applicable law, within ten two (2) 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), (iiiii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (iviii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification indemnification, or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 13(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 24 of this Agreement.

Establishment of Trust. In the event of a Potential Change in of Control (other than or 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 trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient equal to satisfy any and all Expenses Indemnifiable 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 EventClaim. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that (i) that, upon a Change of Control, the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust shall advance, within ten business days of a request by the Indemnitee, any and all reasonable Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c) of this Agreement), (iii) any required determination concerning the reasonableness of the Expenses to be made by the Reviewing Party, the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee 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 otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee of the Trust shall be chosen by the Indemnitee, and shall be an institution that is not affiliated with 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.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; and (iib) upon a Change in Control: (i) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, Indemnitee any and all Expenses to the Indemnitee 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), (iiiii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (iviii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification or to be held harmless pursuant to this Agreement or otherwise, ; and (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified and held harmless 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust (the "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 Losses and Expenses which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by 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 EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Special Independent CounselCounsel is involved. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business 20 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c4(e) of this Agreement), ; (iii) the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Losses and Expenses for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust 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 Indemnitee and shall be reported as income approved by the Company for federalCompany, state, local, and foreign tax purposes. The Company which approval 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 Trustnot be unreasonably withheld.

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 Independent CounselReviewing Party. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 or 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, promptly upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time time, upon written request by or on behalf of Indemnitee to the Company, shall fund the such Trust in an amount amount, as set forth in such request, 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 for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , 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 amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to Indemnitee, not advanced directly by the Company to Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) 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 (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Board Action or Arbitration 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 an independent third party 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.

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 Potential Change in Control) , the Company Corporation shall, upon written request by Indemnitee, create a Trust “Trust” for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, losses, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, losses, liabilities, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by Indemnitee and reasonably acceptable to the Corporation. Nothing in this Section 12 shall relieve the Corporation of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Corporation or, if the Corporation and Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 9(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both Indemnitee and the Corporation, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (iib) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all advance Expenses to Indemnitee in accordance with the Indemnitee procedures set forth in Section 7(a); (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), (iiic) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company Corporation upon a final determination mutual agreement by Indemnitee and the Corporation or, if Indemnitee and the Corporation are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 9(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 21 of this Agreement.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of Control, the directors on the Board who were directors immediately prior to such Change in Control) the Company Corporation shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust trust in an amount sufficient to satisfy any and all Expenses claims hereunder, including Expenses, reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or or defending any Proceeding relating to an Indemnifiable Eventas described in Paragraphs 3 and 4. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control, (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee 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 for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust trust shall revert to the Company Corporation upon a final determination by the Independent Counsel 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 trustee shall be chosen by the Indemnitee. Nothing in this Section 7 Paragraph 12 shall relieve the Company Corporation of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company Corporation for federal, state, local, and foreign tax purposes. The Company Corporation shall pay all costs of establishing and maintaining the Trust trust and shall indemnify the Trustee 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 Trusttrust.

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 Potential Change in Control) , the Company shallshall promptly, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee and “Trust”) and, from time to time upon written request of Indemnitee by Indemnitee, shall fund the Trust in an amount sufficient to satisfy (a) 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 for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and (b) 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 amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust (the “Trustee”), shall advanceadvance to Indemnitee, 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 for which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreementabove), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 Indemniteeapproval 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 on Agreement or any provision of the assets held Charter 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 purposeseffect. 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’ 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 Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior has occurred or is reasonably likely to such Change in Control) occur, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding relating claim for indemnification hereunder, and any and all judgments, fines, penalties and settlement amounts of any and all claims for indemnification from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee shall be chosen by the Indemnitee. Nothing in this Section 7 Article 12 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, 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 Trusttrust.

Establishment of Trust. In the event of a Change The Company may, 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 Indemniteeits sole discretion, create a Trust trust (the “Trust”) for the benefit of the Indemnitee and and, to the extent such Trust has been created, from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses Indemnified Amounts (including Advanced Amounts) which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by 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 EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselindependent legal counsel appointed under Section 4 hereof. The terms of If the Trust is established, the terms thereof shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust (the “Trustee”) shall advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses Advanced Amounts 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(c3(b)(ii) of this Agreementhereof), (iii) ; the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee shall promptly pay to the Indemnitee all amounts Indemnified Amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") 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 and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties, and settlement amounts (including all interest, assessments, and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties, and settlement amounts) of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any situation in which Special Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee 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, ; and (v) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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.

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 Potential Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust (the “Trust”) for the benefit of the Indemnitee Indemnitee, and from time to time upon written request of the Indemnitee shall fund such Trust, to the Trust extent permitted by law, 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 for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special independent counsel referred to in Section 6 hereof is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (the “Trustee”) shall advance, within ten business calendar days of a request by the Indemnitee, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law, (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement4 hereof), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a bank or trust company or other individual or entity chosen by the IndemniteeIndemnitee and acceptable to and approved of by the Company. 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, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount (the “Trust Fund Amount”) which is the lesser of (i) the total of all sums sufficient to satisfy any and all Expenses the expenses (including attorneys’ fees) reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding proceeding that is indemnifiable under this Agreement, plus any and all judgments, fines, penalties and settlement amounts relating to an Indemnifiable Eventthe proceeding from time to time actually paid or claimed, or reasonably anticipated or proposed to be paid or (ii) Five Million Dollars ($5,000,000). The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation Fund Amount shall be determined by the Independent CounselReviewing Party. The Company shall maintain funds in the trust account in the Trust Fund Amount, depositing such additional amounts as may be appropriate as a result of disbursements from the account or increases which, from time to time, may occur in the Trust Fund Amount. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten twenty (20) business days of a request by the Indemnitee, any and all Expenses expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c6(a) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding finding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 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 trust shall be reported as income by the Company for federal, state, local, 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 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 The Corporation shall, upon receipt of a written request from Director/Executive Officer, certifying, inter alia, that Director/Executive Officer has reasonable grounds to believe that Director/Executive Officer may be made a party to a Proceeding for which Director/Executive Officer may be entitled to be indemnified by Indemniteethe Corporation under this Agreement, create a Trust (the “Trust”) for the benefit of Director/Executive Officer, the Indemnitee and from Trustee of which shall be chosen by Director/Executive Officer. From time to time time, upon receipt of a written request of Indemnitee from Director/Executive Officer, the Corporation shall fund the Trust in an amount amounts sufficient to satisfy any and all Losses and 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 Eventfor which the Corporation may indemnify Director/Executive Officer hereunder. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Director/Executive Officer and the Independent CounselCorporation or, if the Corporation and Director/Executive Officer are unable to reach such an agreement, by independent legal counsel selected by Director/Executive Officer. The terms of the Trust shall provide that except upon the consent of Director/Executive Officer and the Corporation, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the IndemniteeDirector/Executive Officer, (ii) the Trustee shall advanceadvance to Director/Executive Officer, within ten business twenty (20) days of a request by the IndemniteeDirector/Executive Officer, any and all Expenses to the Indemnitee (and the Indemnitee Expenses, Director/Executive Officer hereby agrees agreeing to reimburse the trustee of the Trust for all Expenses so advanced if it shall ultimately be determined by a Court in a final adjudication from which there is no further right of appeal that Director/Executive Officer is not entitled to be indemnified under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation obligations set forth abovein this section, (iv) the Trustee shall promptly pay to the Indemnitee all Director/Executive Officer any amounts for to which the Indemnitee Director/Executive Officer shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel independent legal counsel selected by Director/Executive Officer or a court of competent jurisdiction, as the case may be, Court that the Indemnitee Director/Executive Officer has been fully indemnified with respect to the Proceeding giving rise to the establishment of the Trust in question 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 as defined in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in ControlSection 10(e) hereof), the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and and, from time to time upon written request of Indemnitee Indemnitee, shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c1(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee shall be chosen by the Indemnitee. Nothing in this Section 7 1(d) 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, may create a Trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees) and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient such amounts as the Company's Board of Directors may determine 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 for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and all judgments, fines, penalties and settlement amounts of all Claims relating to an Indemnifiable Event from time to time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the any Trust established pursuant hereto shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten two 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a person or entity satisfactory to 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.

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) the Company shall, upon written request by IndemniteeIndemnified Party, create a Trust trust for the benefit of the Indemnitee Indemnified Party (and possibly others as described below) and from time to time upon written request of Indemnitee Indemnified Party shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated expenses and other amounts for which indemnification may be sought under this Agreement and which at the time of each such request are reasonably anticipated to be incurred incurred, are proposed to be paid by Indemnified Party, have actually been paid by Indemnified Party or have actually been claimed in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventa proceeding. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Independent CounselCompany and Indemnified Party or, if they are unable to reach such mutual agreement within ten days after any such request by Indemnified Party for funding, by a Reviewing Party who is selected in accordance with Section 9 of this Agreement as if a Change of Control had occurred. In determining any such amounts, the parties or the Reviewing Party (as the case may be) shall take into account the availability of any amounts under any directors' and officers' liability insurance. At the Company's discretion, the trust created by the Company at the request of the Indemnified Party pursuant to the foregoing obligation may also be for the benefit of other existing or former officers, directors or employees of the Company with respect to indemnification and advancement of expenses, and may be a trust previously created and existing at the time for the benefit of any such persons. If and to the extent authorized by the parties or Reviewing Party, as the case may be, when determining the amounts to be deposited in the trust; the trust may commingle and combine into one or more funds amounts held for Indemnified Person and such other persons. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the IndemniteeIndemnified Party, (ii) the Trustee trustee shall advance, advance within ten business twenty days of a request by the IndemniteeIndemnified Party, any and all Expenses expenses to the Indemnitee Indemnified Party (and the Indemnitee Indemnified Party hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee Indemnified Party would be required to reimburse the Company under Section 2(c) 7 of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee shall pay promptly pay (but in any event within sixty days after a written claim for indemnification) to the Indemnitee Indemnified Party all amounts for which the Indemnitee shall be Indemnified Party is entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee Indemnified Party has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be an individual or entity chosen by the Indemnitee. Nothing in this Section 7 shall relieve Indemnified Party and approved by the Company of any of its obligations under this Agreement(whose approval shall not be unreasonably withheld). All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust trust and shall indemnify the Trustee trustee against any and all expenses (including without limitation attorneys’ ' fees), claims, liabilities, loss, losses and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trusttrust. Nothing in this Section 14 shall relieve the Company of any of its obligations under this Agreement.

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 The Company shall, upon written request by Indemnitee, will create a Trust trust (the “Trust”) for the benefit of the Indemnitee and from time to time upon written request by Indemnitee will, if so authorized by the Company’s Board of Indemnitee shall Directors, 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 investigatingrequest, preparing forand any and all judgments, participating infines, and/or defending penalties and settlement amounts of any Proceeding and all Claims relating to an Indemnifiable Event. The amount Event from time to time actually paid or amounts reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall will provide that (i) the Trust shall will not be revoked revoked, or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall trustee thereunder (the “Trustee”) will advance, within ten two (2) 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)Indemnitee, (iii) the Trust shall will continue to be funded by the Company in accordance with and to the extent of the funding obligation set forth above, (iv) the Trustee shall will promptly pay to the Indemnitee all amounts for to which Indemnitee is entitled in respect of the Indemnitee shall be entitled to Company’s indemnification pursuant to obligations under this Agreement or otherwise, and (v) all unexpended funds in the Trust shall will revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall will be an independent third party, and will be chosen by the Indemnitee. Nothing in this Section 7 shall 3 will relieve the Company of any of its it 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 or 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, promptly upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time time, upon written request of Indemnitee to the Company, shall fund the such Trust in an amount amount, as set forth in such request, sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request request, if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be made, a party to any threatened, pending or completed Proceeding, and any and all judgments, fines, penalties and settlement amounts actually and reasonably incurred by or on behalf of Indemnitee in connection with investigatingany such Proceeding from time to time actually paid or claimed, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount reasonably anticipated or amounts proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advance, within ten two (2) business days of a request by the IndemniteeIndemnities, any and all Expenses to Indemnitee, not advanced directly by the Company to Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), 8); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) 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 (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Board, arbitrator 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 13 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 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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 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 , EOP shall, upon written request by the Indemnitee, create a Trust trust for the benefit of the Indemnitee ("Trust") and from time to time-to-time upon written request of Indemnitee by the Indemnitee, shall fund the such Trust in an amount sufficient to satisfy any and all Expenses Expenses, judgments, penalties, fines and settlement amounts actually and reasonably incurred by or on behalf of such Indemnitee or claimed, reasonably anticipated at the time of each such request or proposed to be incurred paid in connection accordance with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Eventthe terms of this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the prior written consent of the Indemnitee, (ii) the Trustee trustee of the Trust ("Trustee") shall advance, within ten two business days of a request by the IndemniteeIndemnitee and in accordance with paragraph 5 of this Agreement, 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)Indemnitee, (iii) the Trust shall continue to be funded by the Company EOP in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the such Trust shall revert to the Company EOP upon a final determination by the Independent Counsel 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 IndemniteeIndemnitee and agreed to by EOP. Nothing in this Section 7 9 shall relieve the Company EOP 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 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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business thirty (30) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 no later than thirty (30) days after notice pursuant to Section 4(a) and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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, 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, 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 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 Potential Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee Indemnitee, and from time to time upon written request of the Indemnitee shall fund such Trust, to the Trust extent permitted by law, 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 for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special independent counsel referred to in Section 6 is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (the "Trustee") shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law, (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) 4 of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a bank or trust company or other individual or entity chosen by the IndemniteeIndemnitee and acceptable to and approved of by the Company. 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, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement3 hereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee shall be an institutional trustee with a highly regarded, national reputation chosen by the Indemnitee. Nothing in this Section 7 5 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 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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business thirty (30) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 no later than thirty (30) days after notice pursuant to Section 4(a) and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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, 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, 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 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 Potential 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 such 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 for and defending any Proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 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, 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 order to secure the event obligations of the Company to indemnify and to advance Expenses to Indemnitee pursuant to this Agreement, upon a Change in of 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) Company, the Company shall, upon written request by Indemnitee, create or its successor or assign shall establish a Trust (the “Trust”) for the benefit of the Indemnitee Indemnitee, the trustee (the “Trustee”) of which shall be chosen by the Company and which is reasonably acceptable to the Indemnitee. Thereafter, from time to time time, upon receipt of a written request of Indemnitee from Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Liabilities and 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 Eventfor which the Company may indemnify Indemnitee hereunder. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected jointly by the Company and the Indemnitee. The terms of the Trust shall provide that except upon the consent of the Indemnitee and the Company, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advanceadvance to the Indemnitee, within ten business 20 days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and Expenses, the Indemnitee hereby agrees agreeing to reimburse the Trustee of the Trust under the same circumstances for all Expenses so advanced if a final determination is made by a court in a final adjudication from which there is no further right of appeal that the Indemnitee would is not entitled to be required to reimburse the Company indemnified under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth abovein this Section, (iv) the Trustee shall promptly pay to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel selected by Indemnitee or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the funding of the Trust under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company establishment of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income not, in any way, diminish the Company’s obligation to indemnify Indemnitee against Expenses and Liabilities to the full extent required 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 TrustAgreement.

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 Potential Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust (the "Trust") for the benefit of the Indemnitee Indemnitee, and from time to time upon written request of the Indemnitee shall fund such Trust, to the Trust extent permitted by law, in an any 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 for and defending any Proceeding proceeding relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special independent counsel referred to in Section 6 is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (the "Trustee") shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee Indemnitee, to the extent permitted by law, (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) 4 of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a bank or trust company or other individual or entity chosen by the IndemniteeIndemnitee and acceptable to and approved of by the Company. 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, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, may create a Trust trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees, a “Trust”) and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient such amounts as the Company’s Board of Directors may determine 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 for and defending any Proceeding relating Proceeding, and all judgments, fines, penalties and settlement amounts of all Proceedings from time to an Indemnifiable Event. The amount time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the any Trust established pursuant hereto shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten two 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c) 6 of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a person or entity satisfactory to the Indemnitee. Nothing in this Section 7 9 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 Following the event occurrence 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 any Potential Change in Control) , the Company shallCompany, upon receipt of a written request by from Indemnitee, shall create a Trust (the “Trust”) for the benefit of Indemnitee, the Indemnitee and from trustee of which shall be a bank or similar financial institution with trust powers chosen by Indemnitee. From time to time time, upon the written request of Indemnitee Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Losses and 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 Eventby Indemnitee for which indemnification may be available under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement or, in any event, a Change in Control has occurred, by Independent CounselLegal Counsel (selected pursuant to Section 9.1). The terms of the Trust shall provide that that, except upon the prior written consent of Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded without the written consent invaded, other than to make payments to unsatisfied judgment creditors of the IndemniteeCompany, (ii) 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), (iiib) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth abovein this Section, (ivc) the Trustee shall promptly pay or advance to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (vd) all unexpended funds in the Trust shall revert to the Company upon a final determination Determination by the Independent Legal Counsel (selected pursuant to Section 9.1) or a court of competent jurisdiction, as the case may be, jurisdiction 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 trust shall be reported as income by the Company for federal, state, local, 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 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 IndemniteeXxxxxxxxxx, 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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust (the "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 Losses and Expenses which are actually paid or which Indemnitee reasonably anticipated at determines from time to time may be payable by 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 EventCompany under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Special Independent CounselCounsel is involved. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business twenty 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c4(e) of this Agreement), ; (iii) the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Losses and Expenses for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee of the Trust 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust "Trust" for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 in or defending any Proceeding relating Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines penalties and amounts paid in settlement) in connection with any and all Proceedings from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the "Trustee") shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that that, except upon the consent of both the Indemnitee and the Company, upon a Change in Control: (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (iib) the Trustee shall advance, to the fullest extent permitted by applicable law, within ten two (2) business days of a request by the Indemnitee, any Indemnitee and all Expenses upon the execution and delivery to the Indemnitee (and Company of an undertaking providing that the Indemnitee hereby agrees undertakes to reimburse repay the Trust under advance to the same circumstances for which extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), Company; (iiic) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, ; (ivd) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification indemnification, or to be held harmless or exonerated pursuant to this Agreement or otherwise, ; and (ve) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may bethis Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated 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 governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) 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 shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the TrustDelaware Court in accordance with Section 23 of this Agreement.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, may create a Trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees) and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient such amounts as the Company's Board of Directors may determine 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 for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and all judgments, fines, penalties and settlement amounts of all Claims relating to an Indemnifiable Event from time to time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the any Trust established pursuant hereto shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded (except as provided in any of the circumstance described in the following clauses (ii) through (iv)), without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten two 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a person or entity satisfactory to 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.

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 Mallinckrodt plc shall, upon written request by Indemnitee, create a Trust trust 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 sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request (a) to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable EventEvent and (b) to be indemnifiable pursuant to this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company Mallinckrodt plc in accordance with the funding obligation set forth above, (iviii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (viv) all unexpended funds in the Trust shall revert to the Company Mallinckrodt plc upon a final determination by the Independent Counsel 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 trustee of the Trust (the “Trustee”) shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company Mallinckrodt plc 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 Mallinckrodt plc for federal, state, local, and foreign tax purposes. The Company Mallinckrodt plc shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ attorney’s 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid, provided that in no event shall more than $1 million be required to be deposited in any trust created hereunder in excess of amounts deposited in respect of reasonably anticipated Expenses. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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.

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 trust 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 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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee (as defined below) shall advance, within ten five 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee of the Trust (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’ attorney’s 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 Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential 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 Expense 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 Independent CounselReviewing Party. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) 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), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 order to secure the event obligations of the Company to indemnify and to advance Expenses to Indemnitee pursuant to this Agreement, upon a Change in of 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) Company, the Company shall, upon written request by Indemnitee, create or its successor or assign shall establish a Trust (the “Trust”) for the benefit of the Indemnitee Indemnitee, the trustee (the “Trustee”) of which shall be chosen by the Company and which is reasonably acceptable to the Indemnitee. Thereafter, from time to time time, upon receipt of a written request of Indemnitee from Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Liabilities and 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 Eventfor which the Company may indemnify Indemnitee hereunder. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent CounselCounsel selected jointly by the Company and the Indemnitee. The terms of the Trust shall provide that except upon the consent of the Indemnitee and the Company, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advanceadvance to the Indemnitee, within ten business 20 days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and Expenses, the Indemnitee hereby agrees agreeing to reimburse the Trustee of the Trust under the same circumstances for all Expenses so advanced if a final determi­nation is made by a court in a final adjudication from which there is no further right of appeal that the Indemnitee would is not entitled to be required to reimburse the Company indemnified under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth abovein this Section, (iv) the Trustee shall promptly pay to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel selected by Indemnitee or a court of competent jurisdiction, as the case may be, jurisdiction that the Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the funding of the Trust under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company establishment of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income not, in any way, diminish the Company’s obligation to indemnify Indemnitee against Expenses and Liabilities to the full extent required 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 TrustAgreement.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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 trust shall be reported as income by the Company for federal, state, local, 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 Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior has occurred or is reasonably likely to such Change in Control) occur, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding relating claim for indemnification hereunder, and any and all judgments, fines, penalties and settlement amounts of any and all claims for indemnification from time to an Indemnifiable Eventtime actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee shall be chosen by the Indemnitee. Nothing in this Section 7 Article 12 shall relieve the Company or the Guarantor of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, 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 Trusttrust.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee “Trust”) 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, defending or otherwise participating in, and/or defending in (including as a witness) any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust shall provide that upon a Change in Control (i) the trustee to the Trust shall not be revoked or (the principal thereof invaded without the written consent of the Indemnitee, (ii“Trustee”) the Trustee shall advance, within ten two 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iiiii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iviii) 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 (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 the Agreement, or that it is no longer anticipated that expenses will be incurred or amounts will be paid in connection with the Indemnifiable Event. The Trustee 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.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of Control, the directors on the Board who were directors immediately prior to such Change in Control) the Company Corporation shall, upon written request by IndemniteeXxxxxxxxxx, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust trust in an amount sufficient to satisfy any and all Expenses claims hereunder, including Expenses, reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or or defending any Proceeding relating to an Indemnifiable Eventas described in Paragraphs 3 and 4. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that upon a Change in Control, (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee 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 for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement)Indemnitee, (iii) the Trust trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust trust shall revert to the Company Corporation upon a final determination by the Independent Counsel 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 trustee shall be chosen by the Indemnitee. Nothing in this Section 7 Paragraph 12 shall relieve the Company Corporation of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company Corporation for federal, state, local, and foreign tax purposes. The Company Corporation shall pay all costs of establishing and maintaining the Trust trust and shall indemnify the Trustee 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 Trusttrust.

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 Potential Change in Control, and in the event the Company has not maintained an insurance policy or policies providing for directors' and officers' liability insurance for the benefit of Indemnitee with an aggregate policy limit (for all beneficiaries of such policy or policies) of $5,000,000 or more, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "Trust") and from time to time upon written request of Indemnitee the Company 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 and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated, or proposed to be paid; provided, however, that Indemnitee may not request funding so that the amount in the Trust exceeds $250,000 without an actual Change in Control. The Upon a Change in Control, the amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten two 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 in which the Indemnitee would be required to reimburse the Company for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee 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, ; and (v) all unexpended funds in the that Trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee 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.

Establishment of Trust. In Following the event occurrence 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 any Potential Change in Control) , the Company shallCompany, upon receipt of a written request by from Indemnitee, shall create a Trust (the "Trust") for the benefit of Indemnitee, the Indemnitee and from trustee of which shall be a bank or similar financial institution with trust powers chosen by Indemnitee. From time to time time, upon the written request of Indemnitee Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Losses and 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 Eventby Indemnitee for which indemnification may be available under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement, or, in any event, if a Change in Control has occurred, by Independent Legal Counsel. The terms of the Trust shall provide that that, except upon the prior written consent of Indemnitee and the Company, (ia) the Trust shall not be revoked or the principal thereof invaded without the written consent invaded, other than to make payments to unsatisfied judgment creditors of the IndemniteeCompany, (ii) 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), (iiib) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth abovein this Section, (ivc) the Trustee shall promptly pay or advance to the Indemnitee all any amounts for to which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwiseAgreement, and (vd) all unexpended funds in the Trust shall revert to the Company upon a final determination Determination by the Independent Legal Counsel (selected pursuant to Section 9.1) or a court of competent jurisdiction, as the case may be, jurisdiction 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 trust shall be reported as income by the Company for federal, state, local, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, may create a Trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees) and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient such amounts as the Company's Board of Directors may determine 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 for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and all judgments, fines, penalties and settlement amounts of all Claims relating to an Indemnifiable Event from time to time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the any Trust established pursuant hereto shall provide that upon a Change in Control (ia) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (iib) the Trustee shall advance, within ten two 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 under which the Indemnitee would be required to reimburse the Company under Section 2(csubsection 2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (ivc) 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 (vd) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a person or entity satisfactory to 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.

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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust (the "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 sufficient, in the reasonable opinion of the Board or the Independent Counsel, as the case may be, to satisfy any and all Losses and Expenses which are actually paid or which Indemnitee reasonably anticipated at the determines from time of each such request to time may 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 payable by the Independent CounselCompany under this Agreement. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten business 20 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c7(a) of this Agreement), ; (iii) the Trust Company shall continue to be funded by fund the Company Trust from time to time in accordance with the funding obligation obligations set forth above, ; (iv) the Trustee trustee of the Trust shall promptly pay to the Indemnitee all amounts Expenses and Losses for which the Indemnitee shall be entitled to indemnification pursuant to Sections 2 or 3 of this Agreement or otherwise, Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee of the Trust 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 Indemnitee and shall be reported as income approved by the Company for federalCompany, statewhich approval shall not be unreasonably withheld, localconditioned, 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 Trustdelayed.

Establishment of Trust. In the event of a Change in Control (other than or a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Potential 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 Independent CounselReviewing Party. The terms of the Trust shall provide that upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid, provided that in no event shall more than $250,000 be required to be deposited in any trust created hereunder (and no more than $1,000,000 in the aggregate with respect to any such trusts created under this Agreement and all Indemnification Agreements with directors and officers) in excess of amounts deposited in respect of reasonably anticipated Expenses. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee 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 trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court the Court of competent jurisdictionChancery, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee 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.

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 trust 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 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 Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee trustee of the Trust (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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust "Trust" for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by a Reviewing Party, in any case in which the Special Independent CounselCounsel referred to above is involved. The terms Terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten two 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c3(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a bank or trust company or other individual or entity chosen by the IndemniteeIndemnitee and acceptable and approved by the Company. Nothing in this Section 7 5 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 of Control (other than a Potential Change in of Control approved by a majority the Board of Directors of the directors on Company prior to the Change of Control or in the event of such a Change of Control that has been so approved, if the Board who were directors immediately prior to such Change determines in Control) its discretion that this Section 12 should still apply, the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee Indemnitee; and from time to time upon written request of Indemnitee the Company shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred incurred, and any and all judgments, fines, penalties and settlement amount actually paid or claimed, reasonably anticipated or proposed to be paid, in connection with investigatingany pending or competed action, preparing for, participating in, and/or defending any Proceeding relating suit or proceeding pursuant to an Indemnifiable Eventwhich a claim for indemnification or advancement may be applied for by Indemnitee pursuant to this Agreement. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust trust shall provide that that, upon a Change of Control, (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten business fifteen (15) days after receipt of a request by the IndemniteeXxxxxxxxxx, any and all Expenses Expenses, judgments, fines or settlement amounts to the Indemnitee for which funding has been provided (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement10 hereof), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, (iv) the Trustee trustee shall promptly pay to Indemnitee, from and to the Indemnitee extent such trust has been funded, all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdictionFinal Judgment, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee trustee shall be chosen an Independent Counsel or another independent person agreed upon by the Company and the Indemnitee. Nothing in this Section 7 12 shall relieve the Company of any of its obligations under this AgreementAgreement or under applicable law, the Company’s Certificate of Incorporation or By-Laws. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The Notwithstanding the foregoing, the Company shall pay all costs have the right, in its sole discretion, in lieu of establishing creating and maintaining funding such trust, to purchase and maintain one or more bonds or other forms of adequate security from an insurance company, surety company or similar source reasonably acceptable to Indemnitee, for 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 amounts which it would otherwise be required to place in trust pursuant to this Agreement or the establishment and maintenance of the TrustSection 12.

Establishment of Trust. In the event of a Potential Change in Control (other than or 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, promptly upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time time, upon written request by or on behalf of Indemnitee to the Company, shall fund the such Trust in an amount amount, as set forth in such request, 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 for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , 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 amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to Indemnitee, not advanced directly by the Company to Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, ; (iv) 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 (v) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel Board Action or Arbitration 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 an independent third party 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 [Form 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.Indemnity Agreement]

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 Potential Change in Control) , the Company Corporation 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 such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any case in which the special, independent counsel referred to above is involved. The terms of the Trust shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten two (2) 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 under which the Indemnitee would be required to reimburse the Company Corporation under Section 2(c2(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the such Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel 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, or that it is no longer anticipated that expenses will be incurred or amounts will be paid in connection with the Indemnifiable Event. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company Corporation 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 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 Potential Change in Control) , the Company Corporation shall, upon written request by Indemnitee, create a Trust trust for the benefit of Indemnitee (the Indemnitee "TRUST") 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 and defending any Proceeding Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties, and settlement amounts (including all interest, assessments, and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties, and settlement amounts) of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party, in any situation in which Special Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, ; (ii) the Trustee trustee of the Trust shall advance, within ten two 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 in which the Indemnitee would be required to reimburse the Company Corporation for Expense Advances under Section 2(c2(b) of this Agreement), ; (iii) the Trust shall continue to be funded by the Company Corporation in accordance with the funding obligation set forth above, ; (iv) the Trustee trustee 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, ; and (v) all unexpended funds in the that Trust shall revert to the Company Corporation upon a final determination by the Independent Counsel 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 trustee of the Trust shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company Corporation 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, shall create a Trust for the benefit of the Indemnitee (either alone or together with one or more other indemnitees) and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient such amounts as the Company's Board of Directors may determine 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 for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount , and all judgments, fines, penalties and settlement amounts of all Claims relating to an Indemnifiable Event from time to time paid or amounts claimed, reasonably anticipated or proposed to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counselpaid. The terms of the any Trust established pursuant hereto shall provide that upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded (except as provided in any of the circumstance described in the following clauses (ii) through (iv)), without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten two 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 under which the Indemnitee would be required to reimburse the Company under Section 2(c3(b) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (viv) all unexpended funds in the such Trust shall revert to the Company upon a final determination by the Independent Counsel 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 a person or entity reasonably satisfactory to the Indemnitee. Nothing in this Section 7 5 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 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 Potential Change in Control) , the Company shall, upon written request by the Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of the Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses Costs reasonably anticipated at the time of each such request to be sustained or reasonably incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding relating Claim, and the Costs sustained or reasonably incurred by the Indemnitee from time to an Indemnifiable Eventtime, or reasonably anticipated to be sustained or reasonably incurred by the Indemnitee in connection with any Claim. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party acting in good faith and in any case in which the Independent Counsel. Legal Counsel referred to in Section 6.1 hereof is involved, upon receiving the advice of Independent Legal Counsel The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee of such trust shall advanceadvance to the Indemnitee, within ten two business days of a request by the Indemnitee, any and all Expenses the Costs sustained or reasonably incurred, or reasonably anticipated to be sustained or reasonably incurred, by the Indemnitee in connection with any Claim (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement2.2 hereof), (iii) the Trust such trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee trustee of such trust shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party acting in good faith, and with the written consent of the Indemnitee, 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 trustee of the trust established hereunder shall be chosen by the IndemniteeIndemnitee and the Company. Nothing in this Section 7 6.2 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 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 IndemniteeXxxxxxxxxx, create a Trust trust for the benefit of Indemnitee (the Indemnitee “Trust”) 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 trustee of the Trust (the “Trustee”) will be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably accepted to the Company. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent CounselReviewing Party. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the IndemniteeXxxxxxxxxx, 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), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) 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 (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel 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 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 Trust, and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, 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 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 Potential Change in Control) , the Company shall, upon written request by Indemnitee, create a Trust trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such 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 for and defending any Proceeding Claim relating to an Indemnifiable Event, 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 claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent CounselLegal Counsel referred to above is involved. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee trustee shall advance, within ten five (5) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(cSECTION 2(B) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel 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 trustee shall be chosen by the Indemnitee. Nothing in this Section 7 SECTION 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, 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.