Common use of Indemnification; D&O Insurance Clause in Contracts

Indemnification; D&O Insurance. The Company shall indemnify the Executive for any liability he incurs arising from his actions within the scope and course of his employment hereunder in accordance with the form of Indemnity Agreement to be executed herewith and to be applicable during the term hereof and the Company's Certificate of Incorporation and By-laws, provided that (i) the Executive conducted himself in good faith, and (ii) the Executive reasonably believed that his actions were in the best interests of the Company. During the Employment Term, the Company shall maintain a directors' and officers' liability insurance policy covering the Executive in an amount and on terms customary for similarly situated companies and with coverage and on other terms reasonably determined by the Board.

Indemnification; D&O Insurance. The Company shall indemnify the Executive for any liability he she incurs arising from his her actions within the scope and course of his her employment hereunder in accordance with the form of Indemnity Agreement to be executed herewith and to be applicable during the term hereof and the Company's Certificate of Incorporation and By-laws, provided that (i) the Executive conducted himself herself in good faith, and (ii) the Executive reasonably believed that his her actions were in the best interests of the Company. During the Employment Term, the Company shall maintain a directors' and officers' liability insurance policy covering the Executive in an amount and on terms customary for similarly situated companies and with coverage and on other terms reasonably determined by the Board.