Common use of Liability Insurance Clause in Contracts

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors’ and all officers’ liability insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—insurance in respect of the individual directors and officers of the CompanyIndemnitee, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, insolvent (including but not limited to being placed into receivership receivership, an assignment for the benefit of creditors, or entering the federal bankruptcy process), the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in for the purpose of providing insurance—directors’ and officers’ liability, fiduciary, employment practices coverage to the Company’s officers or otherwise—in respect of the individual directors (including but not limited to directors and officers of the Companyliability, fiduciary and employment practices insurance) for a fixed period of no less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsnon-management members of the Board.

Liability Insurance. So long The Company shall, from time to time (including prior to the expiration of a Liability Insurance (as defined below) policy), make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of Liability Insurance with reputable insurance companies providing the Agents of the Company with coverage for any liability asserted against them and for Expenses incurred by them in such capacity or arising out of their status as such, or to ensure the Company’s performance of its indemnification obligations under this Agreement (collectively, for purposes of this Paragraph 10, “Liability Insurance”). Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. To the extent the Company maintains Liability Insurance, Indemnitee shall continue be covered by such policies in such a manner as to serve provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s most favorably insured officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s most favorably insured key employees, agents, or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if (a) the Company determines in good faith that (i) such insurance is not reasonably available, (ii) the premium costs for such insurance are substantially disproportionate to the amount of coverage provided, or (iii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (b) Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company or a Subsidiary or Affiliate other person under common control with the Company. Notwithstanding any other provision of the Agreement, the Company as an Indemnifiable Person and shall not be obligated to indemnify Indemnitee for Expenses, which have been paid directly to Indemnitee by Liability Insurance. If the Company has Liability Insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter so long as Indemnitee shall be subject take all necessary or desirable action to any possible claim or threatenedcause such insurers to pay, pending or completed Proceeding on behalf of Indemnitee, all amounts payable, to the extent not prohibited under the NRS as a result of an Indemnifiable Event, such Proceeding in accordance with the Company shall use reasonable efforts to maintain in full force and effect for the benefit terms of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorspolicies.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s 's becoming insolvent, insolvent (including but not limited to being placed into receivership receivership, an assignment for the benefit of creditors, or entering the federal bankruptcy process), the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in for the purpose of providing insurance—directors’ and officers’ liability, fiduciary, employment practices coverage to the Company's officers or otherwise—in respect of the individual directors (including but not limited to directors and officers of the Companyliability, fiduciary and employment practices insurance) for a fixed period of no less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s 's incumbent insurance broker or a broker selected by a majority of the Independent Directorsnon-management members of the Board.

Liability Insurance. So long The Company shall, from time to time (including prior to the expiration of a Liability Insurance (as defined below) policy), make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of Liability Insurance with reputable insurance companies providing the Agents of the Company with coverage for any liability asserted against them and for Expenses and liabilities incurred by them in such capacity or arising out of their status as such, or to ensure the Company's performance of its indemnification obligations under this Agreement (collectively, for purposes of this Paragraph 10, "Liability Insurance"). Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. To the extent the Company maintains Liability Insurance, Indemnitee shall continue be covered by such policies in such a manner as to serve provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's most favorably insured officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's most favorably insured key employees, agents, or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if (a) the Company determines in good faith that (i) such insurance is not reasonably available, (ii) the premium costs for such insurance are substantially disproportionate to the amount of coverage provided, or (iii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (b) Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company or a Subsidiary or Affiliate other person under common control with the Company. Notwithstanding any other provision of the Agreement, the Company as an Indemnifiable Person and shall not be obligated to indemnify Indemnitee for Expenses or liabilities (including, but not limited to, judgments, fines, or amounts paid in settlement), which have been paid directly to Indemnitee by Liability Insurance. If the Company has Liability Insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter so long as Indemnitee shall be subject take all necessary or desirable action to any possible claim or threatenedcause such insurers to pay, pending or completed Proceeding on behalf of Indemnitee, all amounts payable as a result of an Indemnifiable Event, such Proceeding in accordance with the Company shall use reasonable efforts to maintain in full force and effect for the benefit terms of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorspolicies.

Liability Insurance. So (a) Except as provided in (b) below, the Company hereby agrees to use its best efforts to obtain and maintain directors and officers liability insurance for Indemnitee so long as Indemnitee shall continue to serve the Company as a director, officer or a Subsidiary or Affiliate key employee of the Company as an Indemnifiable Person and thereafter Company, and, thereafter, so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee was a result director, officer or key employee of an Indemnifiable Event, the Company. (b) The Company shall use reasonable efforts have no obligation hereunder to obtain or maintain in full force directors and effect for the benefit of Indemnitee as an insured (i) officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and if, in the same amount as that provided to the Chairman reasonable business judgment of the Board of Directors of the Company, such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the Chief Executive Officer coverage provided by such insurance is limited, by exclusions or otherwise, so as to provide an insufficient benefit. (c) To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company and (ii) any replacement but is an officer; or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. 's key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary. (d) The purchase, establishment and maintenance Company shall give prompt written notice to Indemnitee of any such insurance amendment or other arrangements shall not in change or modification, or any way limit proposed amendment change or affect the rights modification, to any policy of directors and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement officers liability insurance maintained by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorscovering Indemnitee.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors’ and all officers’ liability insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—insurance in respect of the individual directors and officers of the CompanyIndemnitee, for a fixed period of six years thereafter. Such coverage To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managing members, fiduciaries, employees, or agents of the Company or a Subsidiary or Affiliate of the Company, Indemnitee shall be non-cancelable and shall be placed and serviced covered by such policy or policies in accordance with its or their terms to the Company’s incumbent insurance broker or a broker selected by a majority maximum extent of the Independent Directorscoverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee or agent under such policy or policies.

Liability Insurance. So long as (a) The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board, with the advice of counsel, covering Indemnitee shall continue to serve for any Claim made against Indemnitee for any Indemnifiable Event and covering the Company for any indemnification or a Subsidiary or Affiliate advance of Expenses made by the Company as an Indemnifiable Person and thereafter so long as to Indemnitee shall be subject to for any possible claim or threatened, pending or completed Proceeding as a result of an Claim made against Indemnitee for any Indemnifiable Event. In the event that the Company receives notice of cancellation of any policy providing such directors and officers liability insurance, it shall promptly give notice of such cancellation to Indemnitee. (b) Without in any way limiting any other obligation under this Agreement, the Company shall use reasonable efforts to maintain in full force and effect indemnify Indemnitee for the benefit of any payment by Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman arising out of the Board amount of any deductible or retention and the Chief Executive Officer amount of any excess of the Company aggregate of all judgments, penalties, fines, settlements and (iiExpenses incurred by Indemnitee in connection with a Claim over the coverage of any insurance referred to in Section 12(a) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Companyabove. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and or obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and or obligations of the Company or the other party or parties thereto under any such insurance or other arrangementpolicies. In If, at the event time the Company receives notice from any source of a Change Claim to which Indemnitee is a party or a participant (as a witness or otherwise) and the Company has director and officer liability insurance in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy processeffect, the Company shall maintain give prompt notice of such Claim to the insurers in force any and all insurance policies then maintained by accordance with the Company procedures set forth in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsrespective policies.

Liability Insurance. So long as Indemnitee (a) The Company shall continue maintain liability insurance applicable to serve the Company or a Subsidiary or Affiliate directors and officers of the Company and shall cause Indemnitee to be named as an Indemnifiable Person insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s officers and directors (other than in the case of an independent director liability insurance policy if Indemnitee is not an independent or outside director). The Company shall advise Indemnitee as to the general terms of, and the amounts of coverage provide by, any liability insurance policy described in this Section 8 and shall promptly notify Indemnitee if, at any time, any such insurance policy is terminated or expired without renewal or if the amount of coverage under any such insurance policy will be decreased. (b) If, at the time of the receipt of a notice of a Claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance coverage in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective directors’ and officers’ liability insurance policies. The Company shall thereafter so long as Indemnitee shall be subject take all necessary or desirable action to any possible claim or threatenedcause such insurers to pay, pending or completed Proceeding on behalf of Indemnitee, all amounts payable as a result of an Indemnifiable Event, such Proceeding in accordance with the terms of such policies. The Company shall use reasonable efforts to maintain in full force and effect for will instruct the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as their insurance brokers that provided to the Chairman of the Board or the Chief Executive Officer of the Company and they may communicate directly with Indemnitee regarding such Claim. (iic) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafterthereafter (a “Tail Policy”). Such coverage shall be non-cancelable cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker or a broker selected by a majority shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the Independent DirectorsChange in Control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

Liability Insurance. So long as The Company shall maintain a policy or policies of insurance with reputable insurance companies providing the directors of the Company with coverage for any liability asserted against, or incurred by, Indemnitee shall continue or on Indemnitee’s behalf by reason of the fact that Indemnitee is or was or has agreed to serve as a director of the Company or a Subsidiary or Affiliate arising out of the Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement; provided, however, that the Company shall have no obligation to obtain or maintain such policies if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an Indemnifiable Person and thereafter so long as insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; provided, further, that no discontinuation or significant reduction in the scope or amount of coverage from one policy period to the next, to the extent such reduction affects the coverage of the Indemnitee, shall be subject effective without the prior approval thereof by a majority vote of the Board of Directors, if the scope or amount of coverage of Indemnitee is not maintained to the maximum extent of the coverage available for any possible claim director of the Company, without the prior written consent of the Indemnitee (not to be unreasonably withheld or threateneddelayed). If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, pending suit or completed Proceeding proceeding, the Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of an Indemnifiable Event, such proceeding in accordance with the Company shall use reasonable efforts to maintain in full force and effect for the benefit terms of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorspolicy.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, insolvent (including but not limited to being placed into receivership receivership, an assignment for the benefit of creditors or entering the federal bankruptcy process), the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in for the purpose of providing insurance—directors’ and officers’ liability, fiduciary, employment practices coverage to the Company’s officers or otherwise—in respect of the individual directors (including but not limited to directors and officers of the Companyliability, fiduciary and employment practices insurance) for a fixed period of no less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsnon-management members of the Board.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use its commercially reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that then being provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy and providing in all respects coverage at least comparable to and in the same amount as that then being provided to the Chairman of the Board or the Chief Executive Officer of the CompanyCompany (collectively, “D&O Insurance”). The Company may make other financial arrangements in order to satisfy any obligations that it may incur under this Agreement, including but not limited to establishing one or more trust funds, letters of credit, or surety bonds on behalf of the Indemnitee against any and all liability, whether asserted against him or her in his or her capacity as an Indemnifiable Person or arising out of such capacity, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement or under the GCL as it may then be in effect, or otherwise. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve (a) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors and officers of the Company or a Subsidiary of any other corporation, partnership, joint venture, trust, employee benefit plan or Affiliate other enterprise organized under the laws of the Company as an Indemnifiable Person and thereafter so long as United States that such person serves at the request of the Company, Indemnitee shall be subject covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any possible such director or, as applicable, officer under such policy or policies; provided, however, that nothing contained herein shall require the Company to maintain any such insurance policy or policies. If, at the time of the receipt of a notice of a claim of the type covered by such policy, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or threateneddesirable action to cause such insurers to pay, pending or completed Proceeding on behalf of the Indemnitee, all amounts payable as a result of such claim in accordance with the terms of such policies. Notwithstanding the foregoing, in the event that, for any reason, the insurer with respect to any such insurance policy determines that the policy does not cover the claim at issue, such determination will not give rise to an Indemnifiable Eventindependent right of action against the Company under such policy nor affect in any way the rights and duties of the Company and Indemnitee under this Agreement. (b) Without in any way limiting any other obligation under this Agreement, the Company shall use reasonable efforts to maintain in full force and effect indemnify Indemnitee for the benefit of any payment by Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman which would otherwise be indemnifiable hereunder arising out of the Board amount of any deductible or retention and the Chief Executive Officer amount of any excess of the Company aggregate of all judgments, penalties, fines, settlements and (ii) expenses incurred by Indemnitee in connection with a proceeding over the coverage of any replacement or substitute policies issued by one or more reputable insurers providing insurance referred to in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the CompanySection 9(a). The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and or obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights and or obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, policies. (c) The Indemnitee shall cooperate with the Company shall maintain in force or any and all insurance policies then maintained by carrier of the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in with respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsto any such proceeding.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or Board, the Chief Executive Officer, President or Chief Financial Officer of the Company when such insurance is purchased, and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or Board, the Chief Executive Officer, President or Chief Financial Officer of the CompanyCompany when such replacement or substitute policies are purchased. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided hereinAgreement, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long (a) For the duration of Covered Agent’s service as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate director and/or officer of the Company as an Indemnifiable Person Company, and thereafter for so long as Indemnitee Covered Agent shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Eventpossible indemnifiable claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to maintain the cost thereof) to cause to be maintained in full force effect policies of directors’ and effect for the benefit of Indemnitee as an insured (i) officers’ liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer for directors and/or officers of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage that is at least substantially comparable in scope and amount to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of by the Company’s current policies of directors’ and officers’ liability insurance. The purchase, establishment and maintenance minimum AM Best rating for the insurance carriers of any such insurance or other arrangements shall be not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. less than A-VI. (b) In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy processControl, the Company shall (i) maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liabilityinsurance, fiduciary, employment practices or otherwise—in respect of Covered Agent, or (ii) require and cause any successor thereto (whether direct or indirect) to obtain and maintain a directors’ and officers’ liability insurance policy that provides coverage for Covered Agent that is at least substantially comparable in scope and amount to that provided to Covered Agent by the individual Company as of immediately prior to the Change in Control, in each case for the six-year period immediately following the Change in Control. This “tail coverage” shall be placed by the Company’s insurance broker. (c) In the event that any action is instituted by Covered Agent under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Covered Agent shall be entitled to be paid all Expenses incurred by Covered Agent with respect to such action, regardless of whether Covered Agent is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such action a court of competent jurisdiction over such action determines that each of the material assertions made by Covered Agent as a basis for such action was not made in good faith or was frivolous. (d) The Company shall make available to Covered Agent with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. The Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next without the prior approval thereof by a majority vote of the incumbent directors and officers of the Company, for even if less than a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsquorum.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—--in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long For the duration of Indemnitee’s service as Indemnitee shall continue to serve an officer, director, agent, or employee of the Company or a Subsidiary or Affiliate any subsidiary of the Company as an Indemnifiable Person Company, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in full force and effect for the benefit policies of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—liability insurance providing coverage that is appropriate in respect the good faith determination of a majority of the individual directors and officers Board. Prior to the termination of any such insurance policy, if the Company would otherwise have no insurance policy then in place that would cover Indemnitee for any Claims that might thereafter be made with respect to Indemnifiable Events occurring while Indemnitee was an officer, director, agent, or employee of the Company or any subsidiary of the Company, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to obtain run-off or “tail” coverage with respect to all Claims covered by any policies of directors’ and officers’ liability insurance obtained by the Company pursuant to the preceding sentence, to extend the discovery or reporting period for a fixed such Claims through the six-year period following any Indemnifiable Event to which any such Claim relates. In all policies of six years thereafter. Such coverage shall be non-cancelable directors’ and shall be placed and serviced officers’ liability insurance maintained by the Company’s incumbent insurance broker or , Indemnitee shall be named as an insured in such a broker selected by a majority manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Independent DirectorsCompany’s directors by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.

Liability Insurance. So long as Indemnitee (a) The Company shall continue use all commercially reasonable efforts to serve obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Deed, one or a Subsidiary or Affiliate more policies of insurance with reputable insurance companies to provide the directors, secretaries, officers and executives of the Company as an Indemnifiable Person and thereafter so long as any other Corporate Status with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Deed. In all such insurance policies, the Indemnitee shall be subject named as an insured in such a manner as to any possible claim or threatenedprovide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, pending or completed Proceeding as a result of an Indemnifiable Eventsecretaries, officers and executives. Notwithstanding the foregoing, the Company shall use reasonable efforts have no obligation to obtain or maintain such insurance if the Company determines in full force and effect for good faith that the benefit of Indemnitee as an insured is covered (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided capacities available to the Chairman of the Board Indemnitee for indemnification under this Deed) by such insurance maintained by a subsidiary or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer parent of the Company. The purchase. (b) To the extent that the Company or Rowan Delaware maintains an insurance policy or policies providing liability insurance for directors, establishment and maintenance secretaries, officers or executives of any such insurance other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other arrangements shall not in any way limit or affect enterprise which the rights and obligations Indemnitee serves at the request of the Company or of Indemnitee under this Agreement except as expressly provided hereinRowan Delaware, and the execution and delivery of this Agreement by the Company and Indemnitee shall not be named as an insured under and shall be covered by such policy or policies in any way limit accordance with its or affect their terms to the rights and obligations maximum extent of the Company coverage available for the most favorably insured director, secretary, officer or the other party executive under such policy or parties thereto under any such insurance or other arrangement. policies. (c) In the event that the Company is a named insured under any policy or policies of a Change insurance referenced in Control subsequent to the date of this Agreement, either Section 13(a) or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process(b) above, the Company shall maintain hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in force any and all insurance policies then maintained by which the Company Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect settlement without the prior written consent of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent DirectorsIndemnitee.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use commercially reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided hereinAgreement, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, insolvent (including but not limited to being placed into receivership receivership, an assignment for the benefit of creditors or entering the federal bankruptcy process), the Company shall use commercially reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in for the purpose of providing insurance—directors’ and officers’ liability, fiduciary, employment practices coverage to the Company’s officers or otherwise—in respect of the individual directors (including but not limited to directors and officers of the Companyliability, fiduciary and employment practices insurance) for a fixed period of no less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsnon-management members of the Board.

Liability Insurance. So long as Indemnitee shall continue to serve (a) The Company represents that it presently has in force and effect directors’ and officers’ liability insurance covering the Company or a Subsidiary or Affiliate directors and officers of the Company (“D&O Insurance”) as an Indemnifiable Person discussed with the Board in [_________] (the “Current Insurance Policies”). (b) For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in full force effect policies of D&O Insurance providing coverage that is at least substantially comparable in scope and effect for amount to that provided by the benefit Current Insurance Policies. (c) In all policies of D&O Insurance maintained by the Company, Indemnitee shall be named as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing [in all respects coverage at least comparable such a manner as to and in provide Indemnitee the same amount rights and benefits as that are provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer most favorably insured of the Company. The purchase’s directors and officers by such policy]. (d) Upon request, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or will provide to Indemnitee copies of Indemnitee under this Agreement all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. (e) Notwithstanding the foregoing, except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not below in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In Section 14(g) in the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy processControl, the Company shall have no obligation to obtain or maintain in force any and all insurance policies then maintained D&O Insurance coverage at least comparable to that provided by the Current Insurance Policies. All decisions as to whether and to what extent the Company maintains any D&O Insurance shall be made by the Board in its sole and absolute discretion. (f) Promptly after receiving notice of a Claim, whether from the Indemnitee or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing insurance—applicable insurance coverage to the Company, in the case of (i) and (ii), in accordance with the requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Claim, in accordance with the terms of the applicable insurance policies. (g) At or prior to any Change in Control, the Company shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability, fiduciary, employment practices or otherwise—liability insurance policy in respect of acts or omissions occurring at or prior to the individual directors and officers of the Company, for Change in Control with a fixed claims period of six (6) years thereafter. Such from the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance immediately prior to the Change in Control, with the coverage shall be non-cancelable and shall be placed amounts and serviced containing terms and conditions that are not less advantageous to the directors of the Company and its subsidiaries than those of the D&O Insurance in effect immediately prior to such Change in Control; provided, however, that the aggregate premium therefor is not in excess of 300% of the annual premium then paid by the Company’s incumbent insurance broker Company for coverage for its then current policy year for such insurance, and if the premium therefor would be in excess of such amount, the Company shall purchase such “tail” policy with the greatest coverage available as to matters occurring prior to the Change in Control as is available for a cost not exceeding that premium amount. Any such tail policy may not be amended, modified, cancelled or a broker selected revoked after the Change in Control by a majority of the Independent DirectorsCompany or any successor thereto in any manner that is adverse to the Indemnitee.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, insolvent (including but not limited to being placed into receivership receivership, an assignment for the benefit of creditors or entering the federal bankruptcy process), the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in for the purpose of providing insurance—directors’ and officers’ liability, fiduciary, employment practices coverage to the Company’s officers or otherwise—in respect of the individual directors (including but not limited to directors and officers of the Companyliability, fiduciary and employment practices insurance) for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsnon-management members of the Board.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in providing insurance—-directors’ and officers’ liability, fiduciary, employment practices or otherwise—-in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (ia) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (iib) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date change of this Agreement, control or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—insurance (directors’ and officers’ liability, fiduciary, employment practices or otherwise—) in respect of the individual directors and officers of the CompanyRelevant Companies, for a fixed period of six years thereafterthereafter (a “Tail Policy”). Such coverage shall be non-cancelable cancellable and shall be placed and serviced by the Company’s incumbent insurance broker. Such broker or a broker selected by a majority shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the Independent Directorschange of control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman 1 Remove bracketed language for directors affiliated with a venture capital fund. 2 Only to be inserted for directors affiliated with a venture capital fund. Chairperson of the Board or the Chief Executive Officer of the Company. The purchase, establishment establishment, and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors’ and all officers’ liability insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—insurance in respect of the individual directors and officers of the CompanyIndemnitee, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve (a) To the extent the Company maintains an insurance policy or a Subsidiary policies providing directors’ and officers’ liability insurance, Agent shall be covered by such policy or Affiliate policies, in accordance with its or their terms, to the maximum extent of the coverage available for any director or officer of the Company. If, at the time of receipt of a notice of a claim pursuant to the terms of this Agreement, the Company as an Indemnifiable Person has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter so long as Indemnitee shall be subject take all necessary or desirable action to any possible claim or threatenedcause such insurers to pay, pending or completed Proceeding on behalf of Agent, all amounts payable as a result of an Indemnifiable Event, such Proceeding in accordance with the Company shall use reasonable efforts to maintain in full force and effect for the benefit terms of Indemnitee as an insured such policies. (ib) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy processControl, the Company shall (i) maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liabilityinsurance, fiduciary, employment practices or otherwise—in respect of Agent, or (ii) require and cause any successor thereto (whether direct or indirect) to obtain and maintain a directors’ and officers’ liability insurance policy that provides coverage for Agent that is at least substantially comparable in scope and amount to that provided to Agent by the individual directors and officers Company as of immediately prior to the CompanyChange in Control, in each case for a fixed the six-year period of six years thereafterimmediately following the Change in Control. Such coverage shall be non-cancelable and This “tail coverage” shall be placed and serviced by the Company’s incumbent insurance broker broker. (c) In the event that any action is instituted by Agent under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Agent shall be entitled to be paid all Expenses incurred by Agent with respect to such action, regardless of whether Agent is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a broker selected part of such action a court of competent jurisdiction over such action determines that each of the material assertions made by Agent as a basis for such action was not made in good faith or was frivolous. (d) The Company shall make reasonably available to Agent a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. The Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next without the prior approval thereof by a majority vote of the Independent Directorsincumbent members of the Board, even if less than a quorum.

Liability Insurance. So long as Indemnitee shall continue The Company shall, from time to serve time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or a Subsidiary or Affiliate policies of insurance with reputable insurance companies providing the directors and officers of the Company as with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. To the extent the Company maintains an Indemnifiable Person insurance policy or policies providing directors’ and thereafter so long as officers’ liability insurance, Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued covered by one such policy or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing policies, in all respects coverage at least comparable to and in the same amount as that provided accordance with its or their terms, to the Chairman maximum extent of the Board or coverage available for the Chief Executive Officer of the Company Company’s directors and officers and (ii) any replacement or substitute policies issued by one or more reputable insurers providing named as an insured in all respects coverage at least comparable such a manner as to and in provide Indemnitee with the same amount rights and benefits as that being provided are accorded to the Chairman of the Board or the Chief Executive Officer most favorably insured of the Company’s directors, if Indemnitee is a director, or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer. The Notwithstanding the foregoing, the purchase, establishment establishment, and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under with respect to any such insurance or other arrangementinsurance. In If, at the event time the Company receives notice from any source of a Change Claim as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability or similar insurance in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy processeffect, the Company shall maintain give prompt notice of such Claim to the insurers in force any and accordance with the procedures set forth in the respective policies. The Company shall thereafter take all insurance policies then maintained by necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect terms of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorssuch policies.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided hereinin Section 9(b), and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter, with respect to Indemnifiable Events occurring prior to such Change in Control, insolvency, receivership or bankruptcy filing. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as (a) The Company shall use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board, with the advice of counsel, covering Indemnitee shall continue to serve or any claim made against Indemnitee by reason of an Indemnifiable Event and covering the Company for any indemnification or a Subsidiary or Affiliate advance of Expenses made by the Company as an Indemnifiable Person and thereafter so long as to Indemnitee shall be subject to for any possible claim or threatened, pending or completed Proceeding as a result claims made against Indemnitee by reason of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment purchase and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided hereinparties hereto, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way be construed to limit or affect the rights and obligations of the Company or and/or of the other party or parties thereto under any such insurance or other arrangementpolicy. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy processControl, the Company shall maintain in force use its reasonable best efforts to arrange for continuation of any and all such insurance policies then maintained by policy and/or to obtain “tail” coverage for Indemnitee to the maximum extent obtainable at such time. (b) For seven years after Indemnitee no longer serves as a director or officer of the Company, the Company in providing insurance—(or its successor or successors) shall continue to provide directors’ and officers’ liability, fiduciary, employment practices or otherwise—liability insurance for events occurring during Indemnitee’s service with the Company on terms no less favorable in respect terms of coverage and amount than such insurance maintained by the individual directors and officers Company at the date of Indemnitee’s separation from the Company. In the event such coverage is not available, for a fixed period of six years thereafter. Such the maximum available coverage shall be non-cancelable maintained pursuant to this covenant. (c) Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention and shall be placed the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and serviced Expenses incurred by Indemnitee in connection with a Claim over the Company’s incumbent coverage of any insurance broker referred to in Section 12(a) or 12(b). If, at the time the Company receives notice from any source of a Claim to which Indemnitee is a party or a broker selected by participant (as a majority witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Claim to the insurers in accordance with the procedures set forth in the respective policies. (d) Indemnitee shall cooperate with the Company or any insurance carrier of the Independent DirectorsCompany with respect to any Claim.

Liability Insurance. So long as Indemnitee shall continue to serve (a) To the extent the Company maintains at any time an insurance policy or a Subsidiary or Affiliate of policies providing directors’ and officers’ liability insurance, the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim covered by such policy or threatenedpolicies, pending in accordance with the terms of such policy or completed Proceeding as a result of an Indemnifiable Eventpolicies, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman maximum extent of the Board coverage available for any other similarly situated person under such insurance policy or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Companypolicies. The purchase, establishment purchase and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided hereinparties hereto, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way be construed to limit or affect the rights and obligations of the Company or and/or of the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to policy. (b) From the date that the Indemnitee no longer serves as a director of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering company (the federal bankruptcy process“Termination Date”) until the sixth anniversary of the Termination Date, the Company shall maintain in force any and all insurance policies then maintained by effect, for the Company in providing insurance—benefit of the Indemnitee with respect to acts or omissions occurring prior to the Termination Date, the policy of directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect liability insurance maintained by the Company as it exists as of the individual Termination Date (the “Existing Policy”); provided, however, that (i) the Company may substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Company may satisfy its obligation to the Indemnitee under this Section 14(b) by providing a tail coverage endorsement to the Existing Policy, or a separate policy that provides the same coverage, for claims made during the tail coverage period, as the existing Policy with respect to acts or omissions occurring prior to the Termination Date. In the event that the Company shall become a party to an agreement pursuant to which a Change in Control occurs or will occur, the Company shall use commercially reasonable efforts to ensure that any such agreement shall contain a provision that provides for the continuation of directors and officers liability insurance coverage for the benefit of the CompanyIndemnitee that is comparable, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by in the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsaggregate, to this provision.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—--directors’ and officers’ liability, fiduciary, employment practices or otherwise—--in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable cancellable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (ia) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (iib) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors’ and all officers’ liability insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—insurance in respect of the individual directors and officers of the CompanyIndemnitee, for a fixed period of six years thereafter. Such coverage thereafter (a “Tail Policy), unless the incumbent carriers will not offer such policies, in which case the Tail Policy shall be non-cancelable substantially comparable in scope and amount as to the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies. The insurance to be placed pursuant to this Section 5 shall be placed and serviced by the Company’s incumbent current insurance broker or a broker selected by a majority of the Independent Directorsbroker.

Liability Insurance. So long as Indemnitee (a) The Company shall continue maintain liability insurance applicable to serve the Company or a Subsidiary or Affiliate directors and officers of the Company and shall cause Indemnitee to be named as an Indemnifiable Person insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s officers and directors (other than in the case of an independent director liability insurance policy if Indemnitee is not an independent or outside director). The Company shall advise Indemnitee as to the general terms of, and the amounts of coverage provide by, any liability insurance policy described in this Section 8 and shall promptly notify Indemnitee if, at any time, any such insurance policy is terminated or expired without renewal or if the amount of coverage under any such insurance policy will be decreased. (b) If, at the time of the receipt of a notice of a Claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance coverage in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective directors’ and officers’ liability insurance policies. The Company shall thereafter so long as Indemnitee shall be subject take all necessary or desirable action to any possible claim or threatenedcause such insurers to pay, pending or completed Proceeding on behalf of Indemnitee, all amounts payable as a result of an Indemnifiable Event, such Proceeding in accordance with the terms of such policies. The Company shall use reasonable efforts to maintain in full force and effect for will instruct the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as their insurance brokers that provided to the Chairman of the Board or the Chief Executive Officer of the Company and they may communicate directly with Indemnitee regarding such Claim. (iic) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six (6) years thereafterthereafter (a “Tail Policy”). Such coverage shall be non-cancelable cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker or a broker selected by a majority shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the Independent DirectorsChange in Control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

Liability Insurance. So long as Indemnitee shall continue to serve (a) The Company represents that it presently has in force and effect directors’ and officers’ liability insurance covering the Company or a Subsidiary or Affiliate directors and officers of the Company (“D&O Insurance”) as an Indemnifiable Person discussed with the Board in September 2015 (the “Current Insurance Policies”). (b) For the duration of Indemnitee's service as a director of the Company, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in full force effect policies of D&O Insurance providing coverage that is at least substantially comparable in scope and effect for amount to that provided by the benefit Current Insurance Policies. (c) In all policies of D&O Insurance maintained by the Company, Indemnitee shall be named as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable such a manner as to and in provide Indemnitee the same amount rights and benefits as that are provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer most favorably insured of the Company. The purchase's directors by such policy. (d) Upon request, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or will provide to Indemnitee copies of Indemnitee under this Agreement all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other related materials. (e) Notwithstanding the foregoing, except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not below in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In Section 14(g) in the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy processControl, the Company shall have no obligation to obtain or maintain in force any and all insurance policies then maintained D&O Insurance coverage at least comparable to that provided by the Current Insurance Policies. All decisions as to whether and to what extent the Company maintains any D&O Insurance shall be made by the Board in its sole and absolute discretion. (f) Promptly after receiving notice of a Claim, whether from the Indemnitee or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing insurance—applicable insurance coverage to the Company, in the case of (i) and (ii), in accordance with the requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Claim, in accordance with the terms of the applicable insurance policies. (g) At or prior to any Change in Control, the Company shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability, fiduciary, employment practices or otherwise—liability insurance policy in respect of acts or omissions occurring at or prior to the individual directors and officers of the Company, for Change in Control with a fixed claims period of six (6) years thereafter. Such from the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance immediately prior to the Change in Control, with the coverage shall be non-cancelable and shall be placed amounts and serviced containing terms and conditions that are not less advantageous to the directors of the Company and its subsidiaries than those of the D&O Insurance in effect immediately prior to such Change in Control; provided, however, that the aggregate premium therefor is not in excess of 300% of the annual premium then paid by the Company’s incumbent insurance broker Company for coverage for its then current policy year for such insurance, and if the premium therefor would be in excess of such amount, the Company shall purchase such “tail” policy with the greatest coverage available as to matters occurring prior to the Change in Control as is available for a cost not exceeding that premium amount. Any such tail policy may not be amended, modified, cancelled or a broker selected revoked after the Change in Control by a majority of the Independent DirectorsCompany or any successor thereto in any manner that is adverse to the Indemnitee.

Liability Insurance. So long For the duration of Indemnitee’s service as Indemnitee shall continue to serve an officer, director, agent, or employee of the Company or a Subsidiary or Affiliate any subsidiary of the Company as an Indemnifiable Person Company, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in full force and effect for the benefit policies of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—liability insurance providing coverage that is appropriate in respect the good faith determination of a majority of the individual directors and officers Board. Prior to the termination of any such insurance policy, if the Company would otherwise have no insurance policy then in place that would cover Indemnitee for any Claims that might thereafter be made with respect to Indemnifiable Events occurring while Indemnitee was an officer, director, agent, or employee of the Company or any subsidiary of the Company, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to obtain run-off or “tail” coverage with respect to all Claims covered by any policies of directors’ and officers’ liability insurance obtained by the Company pursuant to the preceding sentence, to extend the discovery or reporting period for a fixed such Claims through the six-year period following any Indemnifiable Event to which any such Claim relates. In all policies of six years thereafter. Such coverage shall be non-cancelable directors’ and shall be placed and serviced officers’ liability insurance maintained by the Company’s incumbent insurance broker or , Indemnitee shall be named as an insured in such a broker selected by a majority manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Independent DirectorsCompany’s officers or directors by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—--directors’ and officers’ liability, fiduciary, employment practices or otherwise—--in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long (a) [or the duration of Indemnitee’s service as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate director and/or officer of the Company as an Indemnifiable Person Company, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Eventpossible indemnifiable claim, the Company shall use reasonable best efforts (taking into account the scope and amount of coverage available relative to maintain the cost thereof) to cause to be maintained in full force effect policies of directors’ and effect for the benefit of Indemnitee as an insured (i) officers’ liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer for directors and/or officers of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage that is at least substantially comparable in scope and amount to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of by the Company’s current policies of directors’ and officers’ liability insurance. The purchase, establishment and maintenance minimum AM Best rating for the insurance carriers of any such insurance shall be not less than A-VI (or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. future equivalent). (b) In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy processControl, the Company shall (i) maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liabilityinsurance, fiduciary, employment practices or otherwise—in respect of Indemnitee, or (ii) require and cause any successor thereto (whether direct or indirect) to obtain and maintain a directors’ and officers’ liability insurance policy that provides coverage for Indemnitee that is at least substantially comparable in scope and amount to that provided to Indemnitee by the individual Company as of immediately prior to the Change in Control, in each case for the six-year period immediately following the Change in Control. This “tail coverage” shall be placed by the Company’s insurance broker. (c) In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such action a court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous. (d) The Company shall make available to Indemnitee a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. The Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next without the prior approval thereof by a majority vote of the incumbent directors and officers of the Company, for even if less than a fixed period quorum. The Company shall provide Indemnitee with at least thirty (30) days notice of six years thereafter. Such coverage shall be the non-cancelable and shall be placed and serviced by the Company’s incumbent renewal of, cancellation of or failure to pay any premium due in respect of such insurance broker or a broker selected by a majority of the Independent Directorspolicies.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not 1 Section 2(b) to be inserted only for directors affiliated with a venture capital fund. in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided hereinAgreement, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, insolvent (including but not limited to being placed into receivership receivership, an assignment for the benefit of creditors or entering the federal bankruptcy process), the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in for the purpose of providing insurance—directors’ and officers’ liability, fiduciary, employment practices coverage to the Company’s officers or otherwise—in respect of the individual directors (including but not limited to directors and officers of the Companyliability, fiduciary and employment practices insurance) for a fixed period of no less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsnon-management members of the Board.

Liability Insurance. So long as Indemnitee shall continue The Company shall, from time to serve time, make a good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors, officers and employees of the Company or a Subsidiary or Affiliate any subsidiary of the Company as an Indemnifiable Person with coverage for losses from wrongful acts or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and thereafter so long as officers' liability insurance, Indemnitee shall be subject named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or the most favorably insured of the Company's officers, if Indemnitee is not a director of the Company but is an officer of the Company or any possible subsidiary of the Company. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company. If, at the time of the receipt of a notice of a claim pursuant to SECTION 24, the Company maintains liability insurance applicable to Board Members or threatenedOfficers, pending the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or completed Proceeding desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of an Indemnifiable Event, such proceeding in accordance with the Company shall use reasonable efforts to maintain in full force and effect for the benefit terms of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorspolicies.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable cancellable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In arrangement.]1 1 This Section 5 will only be included for Indemnitees who are directors or “executive officers” as defined under Rule 405 promulgated under the event Securities Act of a Change in Control subsequent to 1933, as amended, and Rule 3b7 promulgated under the date of this AgreementExchange Act or “officers” as defined under Rule 16a1(f) promulgated under the Exchange Act, and such other individuals as the board may designate, or the Company’s becoming insolventdelegate authority to designate, including being placed into receivership or entering the federal bankruptcy processfrom time to time. For all other Indemnitees, the Company this Section 5 shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsread “[Reserved.]”

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors’ and all officers’ liability insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—insurance in respect of the individual directors and officers of the Company, Indemnitee for a fixed period of not less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by after the Company’s incumbent insurance broker date of such Change of Control or a broker selected by a majority of the Independent Directorsdate on which the Company became insolvent, as applicable.

Liability Insurance. So long Lessee agrees to procure and maintain continuously during the entire term of this Lease, a policy or policies of insurance in a company or companies acceptable to Lessor, at its own cost and expense, insuring Lessor and Lessee from all claims, demands or actions; such comprehensive insurance shall protect and be written showing the Lessee as Indemnitee the named insured and shall continue provide coverage of at least $100,000 for injuries to serve any one person, $300.000.00 for injuries to persons in any one accident and $100,000.00 for damage to property, made by or on behalf of any person or persons, firm or corporation arising from, related to, or connected with the Company conduct and operation of Lessee's business in the Leased Premises, or arising out of and connected with the use and occupancy of sidewalks and other Common Areas by the Lessee. All such insurance shall provide that Lessor shall be given a Subsidiary minimum of ten (10) days' notice by the insurance company prior to cancellation, termination or Affiliate change of such insurance. Lessee shall provide Lessor with copies of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim policies or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain certificates evidencing that such insurance is in full force and effect and stating the terms and provisions thereof. If Lessee fails to comply with such requirements for the benefit of Indemnitee insurance, as an insured (i) liability aforesaid, Lessor may, but shall not be obligated to do so, obtain such insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in keep the same amount as that provided in affect and Lessee agrees to pay Lessor, upon demand, the Chairman premium cost thereof plus interest at the rate of the Board or the Chief Executive Officer of the Company and fifteen percent (ii15%) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Companyper annum. The purchase, establishment and maintenance of any such insurance or other arrangements Lessee shall not carry any stock of goods or do anything in or about the Leased Premises which will in any way limit tend to increase insurance rates thereon or affect on the rights and obligations of building in which the Company same are located. If Lessor shall consent to such use, Lessee agrees to pay as addition rental any increase in premiums for insurance against loss by fire, or of Indemnitee under this Agreement except as expressly provided herein, and extended coverage risks resulting from the execution and delivery of this Agreement by increased risk. If Lessee installs any electrical equipment that overloads the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent power lines to the date building, Lessee shall at its own expense, make whatever changes are necessary to comply with the requirements of this Agreementinsurance underwriters, or the Company’s becoming insolventinsurance rating bureaus, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any utilities companies and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsgovernmental authorities having jurisdiction.

Liability Insurance. So long as Indemnitee shall continue to serve the Company Verigy US or a Subsidiary or an Affiliate of the Company Verigy US as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company Verigy US shall use reasonable its best efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that then being provided to the Chairman of the Board or the Chief Executive Officer of the Company Verigy US and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy and providing in all respects coverage at least comparable to and in the same amount as that then being provided to the Chairman of the Board or the Chief Executive Officer of Verigy US (collectively, “D&O Insurance”). Verigy US may make other financial arrangements in order to satisfy any obligations that it may incur under this Agreement, including but not limited to establishing one or more trust funds, letters of credit, or surety bonds on behalf of the CompanyIndemnitee against any and all liability, whether asserted against him or her in his or her capacity as an Indemnifiable Person or arising out of such capacity, whether or not Verigy US would have the power to indemnify him or her against such liability under the provisions of this Agreement or under the DGCL as it may then be in effect, or otherwise. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company Verigy US or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by Verigy US and the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company Verigy US or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to maintain in full force and effect for the benefit of Indemnitee as an insured (ia) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company Company, and (iib) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a Subsidiary or Affiliate of the Company. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors’ and all officers’ liability insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—insurance in respect of the individual directors and officers of the CompanyIndemnitee, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company Company, and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided hereinin Section 9(b), and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or insolvency of the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter, with respect to Indemnifiable Events occurring prior to such Change in Control, insolvency, receivership or bankruptcy filing. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Disinterested Directors.

Liability Insurance. So long as To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall continue be covered by such policies in such a manner as to serve provide Indemnitee the Company same rights and benefits as are provided to the most favorably insured of the Company’s directors who are not employees of the Company, if Indemnitee is a director who is not employed by the Company; or of the Company’s officers, if Indemnitee is a Subsidiary or Affiliate director of the Company and is also employed by the Company, or is not a director of the Company but is an officer; or in the Company’s sole discretion, if Indemnitee is not an officer or director but is an employee, agent or fiduciary. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as an Indemnifiable Person a result of such proceeding in accordance with the terms of such policies. For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Eventpossible Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to maintain the cost thereof) to cause to be maintained in full force effect policies of directors’ and effect for the benefit of Indemnitee as an insured (i) officers’ liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer for directors and/or officers of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage that is at least substantially comparable in scope and amount to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of by the Company’s current policies of directors’ and officers’ liability insurance. The purchase, establishment and maintenance minimum AM Best rating for the insurance carriers of any such insurance or other arrangements carrier shall be not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangementless than A- VI. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafterthereafter (a “Tail Policy”). Such coverage shall be non-cancelable cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker or a broker selected by a majority shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the Independent Directorschange of control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable its best efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that then being provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy and providing in all respects coverage at least comparable to and in the same amount as that then being provided to the Chairman of the Board or the Chief Executive Officer of the CompanyCompany (collectively, "D&O Insurance"). The Company may make other financial arrangements in order to satisfy any obligations that it may incur under this Agreement, including but not limited to establishing one or more trust funds, letters of credit, or surety bonds on behalf of the Indemnitee against any and all liability, whether asserted against him or her in his or her capacity as an Indemnifiable Person or arising out of such capacity, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement or under the Singapore Companies Act as it may then be in effect, or otherwise. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company. The purchase, establishment establishment, and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolventinsolvent (including, including but not limited to, being placed into receivership receivership, an assignment for the benefit of creditors, or entering the federal bankruptcy process), the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in for the purpose of providing insurance—directors’ and officers’ liability, fiduciary, employment practices coverage to the Company’s officers or otherwise—in respect of the individual directors (including but not limited to directors and officers of the Companyliability, fiduciary and employment practices insurance) for a fixed period of no less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsnon-management members of the Board.

Liability Insurance. So long as (a) The Indemnitee shall continue will be entitled to serve the Company be covered by any insurance policy or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—for directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect to the maximum extent of the individual directors and officers coverage available for any director or officer of the Company, for a fixed period the limits and terms of six years thereafter. Such which coverage shall will be non-cancelable and shall be placed and serviced by generally consistent with the Company’s incumbent coverage in effect as of the date hereof, with such reasonable modifications as are approved by the Board of Directors, in light of changes in the commercial availability and cost of coverage. (b) If at any time prior to a Change of Control Indemnitee ceases to be a director of the Company (other than through removal for cause) and thereafter (i) the combined limits for the traditional directors’ and officers’ Side A coverage and the dedicated excess Side A coverage for directors and officers are reduced by an amount equal to 10% or more of such limits in effect at the time of the Indemnitee’s termination, or (ii) the terms of the Company’s directors’ and officer’s liability coverage, taken as a whole, are materially less favorable to Indemnitee than the terms in effect immediately prior to Indemnitee’s termination as a director, the Company must, without the necessity of a demand by Indemnitee, provide a fully paid directors’ and officers’ tail policy, typically known as retired directors insurance, with a minimum individual limit of $5 million for the period from the date in which the coverage change described in clauses (i) or (ii) occurs to the 6 year anniversary of Indemnitee’s termination, covering Indemnitee for claims brought subsequent to Indemnitee’s termination as a director for acts or omissions that took place prior to such termination. Such tail policy must provide for coverage that is not materially less favorable to the Indemnitee than the Company’s dedicated excess Side A coverage in effect for the policy year in which Indemnitee’s termination occurred, to the extent that a tail policy with such terms is available. (c) If a Change of Control occurs, the Company will continue to maintain directors’ and officers’ liability insurance broker on terms comparable to those of the directors’ and officers’ liability insurance in effect immediately prior to the Change of Control so long as such insurance is reasonably available at a cost not exceeding 150% of the cost thereof prior to such Change of Control; provided however, that if (i) such coverage is not available at such cost, (ii) the combined limits for the traditional Side A and dedicated excess Side A coverage for directors and officers at any time after the effective date of the Change of Control are reduced by an amount equal to 10% or more of such limits in effect immediately prior to the effective date of the Change of Control, or (iii) the terms of the Company’s directors’ and officer’s liability coverage, taken as a whole, are materially less favorable to Indemnitee than the policy terms in effect immediately prior to the effective date of the Change of Control, the Company must, without the necessity of a demand by Indemnitee, purchase for Indemnitee, upon his termination as a director of the Company (other than through removal for cause) after such Change of Control, a fully paid directors’ and officers’ liability tail policy with a minimum individual limit of $5 million for the period from the date the Company’s obligation under this Section 10(c) arises to the 6 year anniversary of the effective date of the Indemnitee’s termination covering Indemnitee for claims brought subsequent to Indemnitee’s termination for acts or omissions that took place prior thereto. Such tail policy must provide for coverage that is not materially less favorable to the Indemnitee than the Company’s dedicated excess Side A coverage in effect for the policy year in which the Change of Control occurred, to the extent that a tail policy with such terms is available. The foregoing obligation may also be satisfied by a tail policy or policies provided by the Company or its successor pursuant to the terms of any agreement for the Change of Control transaction for a group of directors and officers covering Indemnitee for claims brought subsequent to the occurrence of a Change of Control for acts or omissions that took place prior to the occurrence of the Change of Control, if the length and terms of that tail policy are substantially equivalent to the tail coverage provided for in this Section 10(c). (d) Indemnitee acknowledges that in order for the Company to obtain any tail coverage required by this Section 10, Indemnitee will be required to complete an application supplied by the insurer and that coverage will be subject to insurance company underwriting. The Company will provide to Indemnitee on an annual basis within 10 days of the Company’s renewal of its directors’ and officers’ liability coverage, a statement signed by an officer of the Company or a broker selected certificate of insurance describing its Side A coverage and the coverage limits and any tail coverage required by a majority of this Section 10 and certifying to the Independent DirectorsCompany’s compliance with this Section 10.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers 1 Section 2(b) to be inserted only for directors affiliated with a venture capital fund. providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided hereinAgreement, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, insolvent (including but not limited to being placed into receivership receivership, an assignment for the benefit of creditors or entering the federal bankruptcy process), the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company in for the purpose of providing insurance—directors’ and officers’ liability, fiduciary, employment practices coverage to the Company’s officers or otherwise—in respect of the individual directors (including but not limited to directors and officers of the Companyliability, fiduciary and employment practices insurance) for a fixed period of no less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsnon-management members of the Board.

Liability Insurance. So long For the duration of Indemnitee’s service as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate director designee, director and/or officer of the Company as an Indemnifiable Person Company, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in full force and effect for the benefit policies of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liabilityliability insurance providing coverage that is at least substantially comparable in scope and amount to that to be provided by the Company prior to the date hereof. In all policies of directors’ and officers’ liability insurance maintained by the Company, fiduciary, employment practices or otherwise—Indemnitee shall be named as an insured in respect such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the individual Company’s directors and officers director designees, if Indemnitee is a director or director designee, or of the Company’s officers, if Indemnitee is an officer (and not a director or director designee) by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. Without limiting any other provision of this Agreement, to the extent that the Company maintains, or in the future should obtain, an insurance policy or policies providing liability insurance for persons serving on behalf of the Company or another corporation, partnership, joint venture, trust, employee benefit plan or other entity in any capacity at the request of the Company, or any of its affiliates, the Company shall use commercially reasonable efforts to include Indemnitee as an insured person at its expense under such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for a fixed period of six years thereafter. Such coverage any such person under such policy or policies and, to the extent applicable, Indemnitee shall be non-cancelable a (third party) beneficiary thereof; provided that to the extent applicable and reasonably necessary Indemnitee shall be placed and serviced abide by applicable provisions in such insurance program respecting, among other requirements, Indemnitee’s cooperation, use of counsel approved by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directorsinsurer, etc.

Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being 1 Remove bracketed language for directors affiliated with a venture capital fund. 2 Only to be inserted for directors affiliated with a venture capital fund. provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in full force any and all insurance policies then maintained by the Company in providing insurance—insurance – directors’ and officers’ liability, fiduciary, employment practices or otherwise—otherwise – in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.