D&O Insurance Uses in Directors and Officers Insurance Clause

Directors and Officers Insurance from Indemnification Agreement

This Indemnification Agreement (the "Agreement") is made and entered into as of July ____, 2015 between Cicero, Inc., a Delaware corporation (the "Company"), and _______________ ("Indemnitee").

Directors and Officers Insurance. The Company shall maintain directors and officers liability insurance ("D&O Insurance") in commercially reasonable amounts (as reasonably determined by the Board), and Indemnitee shall be covered under such insurance to the same extent as other directors and officers of the Company during the period that Indemnitee serves as a director and/or officer of the Company and/or any of its subsidiaries and for six years thereafter. At least two (2) business days prior to a decision to make any material change to, or non-renewal of, the Company's D&O Insurance, the Company shall provide Indemnitee with written notice setting forth either a detailed description of the terms of the new D&O Insurance or a complete copy of the D&O Insurance, as amended, which notice may be effected by providing such information to the Board if Indemnitee is then serving on the Board.

Directors and Officers Insurance from Indemnity Agreement

This Indemnity Agreement (this Agreement), dated as of , (the Effective Date) is made by and between Coupons.com Incorporated, a Delaware corporation (the Company), and , an individual who is a director and/or officer of the Company (Indemnitee).

Directors and Officers Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors and officers liability insurance (D&O Insurance), on such terms and conditions and in such coverage amounts as may be approved by the Board from time to time. In all policies of D&O Insurance, Indemnitee shall qualify 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 Companys independent directors (as defined by the insurer) if Indemnitee is such an independent director; of the Companys non-independent directors if Indemnitee is not an independent director; of the Companys officers if Indemnitee is an officer of the Company; or of the Companys key employees, if Indemnitee is not a director or officer but is a key employee. In the event of a merger or acquisition of the Company that qualifies as a Change in Control, the Company shall, if and to the extent that the Board determines it to be economically reasonable, either: i) maintain such D&O Insurance for six years; or ii) purchase a six year tail for such D&O Insurance.

Directors and Officers Insurance from Indemnity Agreement

This Indemnity Agreement (this Agreement), dated as of , is made by and between Sunshine Silver Mines Corporation, a Delaware corporation (the Company), and , an [director][officer] of the Company (the Indemnitee).

Directors and Officers Insurance. 3.1 D&O Insurance. The Company shall maintain a policy of directors and officers liability insurance (D&O Insurance), on such terms and conditions that are no less favorable than those in existence as of the date hereof, provided it is determined to be economically reasonable. 3.2 Triggering Event. In the event of a Change-in-Control or the Company becomes insolvent (including being placed into receivership or entering the federal bankruptcy process or similar process) (each, a Triggering Event), the Company shall maintain in force D&O Insurance policies, for a period of six years following the Triggering Event, which include at least the same or better limits and equivalent terms as are in effect at the time of the Triggering Event with the Companys then-current insurer or comparable insurers that have (i) equal or better insurance ratings and (ii) an equal or higher policy holder surplus as the Companys then-current insurer.

Directors and Officers Insurance from Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (this Agreement) is made and entered into this ___day of ___, 2009, between Flextronics Corporation (the Company), a Delaware corporation and a direct, wholly-owned Subsidiary of Flextronics International Ltd., a Singapore corporation (FIL), and ___, a director and/or officer of the Company and/or FIL (the Indemnitee).

Directors and Officers Insurance. The Company shall obtain and maintain one or more policies of directors and officers liability insurance (D&O Insurance) customary for similarly situated companies, providing Agents of the Company with coverage on customary terms and conditions, and to ensure the Companys performance of its indemnification obligations under this Agreement. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee at least the same rights and benefits as are accorded to the most favorably insured of the Companys Agents. The purchase, establishment and maintenance of D&O Insurance shall not in any way limit or affect the rights and obligations of the Company or 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 any other party or parties under any such D&O Insurance.

Directors and Officers Insurance from Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT is made and entered into this ___day of ___, 2009 between Flextronics International Ltd., a Singapore corporation (the Company), and ___, a director and/or officer of the Company (the Indemnitee).

Directors and Officers Insurance. The Company shall obtain and maintain one or more policies of directors and officers liability insurance (D&O Insurance) customary for similarly situated companies, providing directors and officers of the Company with coverage on customary terms and conditions, and to ensure the Companys performance of its indemnification obligations under this Agreement. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee at least the same rights and benefits as are accorded to the most favorably insured of the Companys Agents. The purchase, establishment and maintenance of D&O Insurance shall not in any way limit or affect the rights and obligations of the Company or 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 any other party or parties under any such D&O Insurance.