Common use of Indemnification - General Clause in Contracts

Indemnification - General. The Company shall indemnify, and advance Expenses (as hereinafter defined), to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant , but excluding any Proceeding initiated by Indemnitee other than (a) Proceedings initiated by Indemnitee which are consented to this Section, Indemnitee shall be indemnified in advance in writing by the majority vote of the directors of the Company (excluding any directors who are parties to the full extent of the law against Expenses actually and reasonably incurred Proceeding, even though less than a quorum; or if there are no such directors, or if such directors so direct, by him or on his behalf in connection with such Proceeding if he acted in good faith and independent legal counsel in a manner he reasonably believed written opinion) and (b) counterclaims made by Indemnitee in a Proceeding which directly respond to be and negate the affirmative claim made against Indemnitee in such Proceeding. In the event Indemnitee incurs Expenses or not opposed settles a Proceeding under circumstances in which the Company would have an obligation to indemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee directly to the best interests of the Companyparties to whom such Expenses or settlement amounts are owed by Indemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s certificate of incorporation or bylaws or similar organizational documents of any claimAffiliated Entity, issue or matter in such Proceeding as any other agreement to which Indemnitee shall have been adjudged to be liable and the Company or any of its Affiliated Entities are party, any vote of stockholders or directors of the Company or any of its Affiliated Entities, the DGCL or other corporate or entity law governing any Affiliated Entities, any other applicable law relating to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought Positions or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s or any subsidiary’s certificate of incorporation or by-laws, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law if Indemnitee is involved in effect on the date hereof and to such greater extent any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreementwill also, to the fullest extent that permitted by Delaware law and subject to Section 3 below, indemnify, reimburse and pay Indemnitee isfor Expenses incurred in enforcing an indemnification, by reason of his Corporate Status, a party to and is successful, on the merits reimbursement or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of payment right under this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Agreement.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnify, On the terms and advance Expenses (as hereinafter defined), subject to Indemnitee as provided in the conditions of this Agreement and consistent with the Charter, the Company shall, to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of law, (a) indemnify Indemnitee provided under the preceding sentence shall include, but shall not be limited with respect to, the rights set forth and hold Indemnitee harmless from and against, all losses, liabilities, judgments, fines, penalties, costs, amounts paid in the settlement, Expenses (as hereinafter defined) and other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by amounts that Indemnitee incurs and that result from, arise in connection with or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, are by reason of his Indemnitee's Corporate Status (as hereinafter defined); and (b) advance Expenses to Indemnitee. Without limiting the generality of the foregoing, the Company shall not indemnify Indemnitee for any loss or liability incurred by reason of anything done an act or not done by Indemnitee in any such capacity, he is, omission performed or is threatened omitted to be madeperformed on behalf of the Company unless Indemnitee determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company. The Company shall not indemnify Indemnitee for any loss or liability that was the result of the [gross negligence or willful misconduct by Indemnitee] [negligence or misconduct by the Indemnitee]. The Company shall not indemnify Indemnitee if it is established that: (a) the act or omission of Indemnitee was material to the loss or liability and was committed in bad faith or was the result of active and deliberate dishonesty; (b) Indemnitee actually received an improper personal benefit in money, property or services; (c) in the case of any criminal proceeding, Indemnitee had reasonable cause to believe that the act or omission was unlawful; (d) in a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and is adjudged in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged final non-appealable judicial determination to be liable to the Company if applicable Company; or (e) the loss, liability or expense arose from or out of an alleged violation of federal or state securities laws by Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only violations as to the extent that the court in which Indemnitee; (ii) such Proceeding shall claims have been brought or is pending or other dismissed with prejudice on the merits by a court of competent jurisdictionjurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws. The obligations of the Company under this Agreement (a) shall determine. Section 5.Indemnification for Expenses continue after such time as Indemnitee ceases to serve as a director of a Party Who is Wholly the Company or Partly Successful. Notwithstanding in any other provision Corporate Status, and (b) include, without limitation, claims for monetary damages against Indemnitee in respect of this Agreementany actual or alleged liability or other loss of Indemnitee, to the fullest extent that Indemnitee ispermitted under applicable law (including, by reason if applicable, Section 2-418 of his Corporate Status, a party to and is successful, the Maryland General Corporation Law) as in existence on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually date hereof and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on as amended from time to time and the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Charter.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s or any subsidiary’s certificate of incorporation or bylaws, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee's Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee [or any entity of which Indemnitee is a partner, principal, officer or otherwise holds a controlling interest in;] other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnifyindemnify Indemnitee against all judgments, awards, fines, penalties, amounts paid in settlement, liabilities and losses, in each case subject to the terms of this Agreement, and advance shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, in each case subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant , but excluding any Proceeding initiated by Indemnitee other than (a) Proceedings initiated by Indemnitee which are consented to this Section, Indemnitee shall be indemnified in advance in writing by the majority vote of the directors of the Company (excluding any directors who are parties to the full extent of the law against Expenses actually and reasonably incurred Proceeding, even though less than a quorum; or if there are no such directors, or if such directors so direct, by him or on his behalf in connection with such Proceeding if he acted in good faith and independent legal counsel in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be written opinion) and (b) counterclaims made by the Company Indemnitee in such event if and only to the extent that the court in a Proceeding which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party directly respond to and is successful, on negate the merits or otherwise, in any Proceeding, he shall be indemnified affirmative claim made against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding. In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to indemnify Indemnitee for the Expenses or settlement amount, the Company shall indemnify may discharge its indemnification obligation by making payments on behalf of Indemnitee against all directly to the parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Indemnitee.

Indemnification - General. The Company shall indemnify, and advance Expenses (as hereinafter defined), ) to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. Section 3.Proceedings The indemnification provide under this Agreement is in addition to and not in lieu of any other indemnification provided to Indemnitee by any other agreement or by operation of law. SECTION 3. Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his or her Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacity), he or she is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section SECTION 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason reasons of his or her Corporate Status, he or she is, or is threatened threated to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court Court in which such Proceeding shall have been brought or is pending or other court of competent jurisdictionpending, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6SECTION 5.

Indemnification - General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined)incurred by Indemnitee, subject to Indemnitee as provided in the terms of this Agreement and Agreement, to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee's Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. Pursuant In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to this Sectionindemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee shall be indemnified directly to the full extent of the law against parties to whom such Expenses actually and reasonably incurred or settlement amounts are owed by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyIndemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any claim, issue or matter in such Proceeding as other agreement to which Indemnitee shall have been adjudged to be liable to and the Company if or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Pursuant to and subject to the terms of this Agreement, the Company shall indemnifyindemnify Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and advance losses and shall pay or reimburse all Expenses (as hereinafter defined), to incurred by Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable Delaware law in effect on the date hereof and or as amended to such greater extent increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth a party or a witness) in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, any Proceeding by reason of his Corporate Status (as hereinafter defined) the fact of Indemnitee’s Position or by reason of anything done or not done by Indemnitee in Positions, including, without limitation, any such capacity, he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant , but excluding any Proceeding initiated by Indemnitee other than (a) Proceedings initiated by Indemnitee which are consented to this Section, Indemnitee shall be indemnified in advance in writing by the majority vote of the directors of the Company (excluding any directors who are parties to the full extent of the law against Expenses actually and reasonably incurred Proceeding, even though less than a quorum; or if there are no such directors, or if such directors so direct, by him or on his behalf in connection with such Proceeding if he acted in good faith and independent legal counsel in a manner he reasonably believed written opinion) and (b) counterclaims made by Indemnitee in a Proceeding which directly respond to be and negate the affirmative claim made against Indemnitee in such Proceeding. In the event Indemnitee incurs Expenses or not opposed settles a Proceeding under circumstances in which the Company would have an obligation to indemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee directly to the best interests of the Companyparties to whom such Expenses or settlement amounts are owed by Indemnitee. Notwithstanding the foregoing, no indemnification against such the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses shall be made incurred in respect seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s certificate of incorporation or bylaws or similar organizational documents of any claimAffiliated Entity, issue or matter in such Proceeding as any other agreement to which Indemnitee shall have been adjudged to be liable and the Company or any of its Affiliated Entities are party, any vote of stockholders or directors of the Company or any of its Affiliated Entities, the DGCL or other corporate or entity law governing any Affiliated Entities, any other applicable law relating to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought Positions or is pending or other court of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6liability insurance policy.

Indemnification - General. The Company shall indemnifyshall, and advance Expenses (as hereinafter defined), to Indemnitee as provided in this Agreement herein and to the fullest extent extent______________ would be permitted by applicable law Delaware law, as in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of indemnify Indemnitee provided under against all Expenses, liabilities and losses (including but not limited to judgments and damage awards containing both actual and punitive damages) penalties, fines, arbitration awards, and amounts reasonably paid or to be paid in any settlement suffered or incurred by the preceding sentence shall include, but shall not be limited to, the rights set forth Indemnitee in the other Sections of this Agreement. Section 3.Proceedings Other Than Proceedings by or in the Right of the Companyconnection with any Proceeding. Indemnitee shall receive the benefit of any modification of the Delaware General Corporate Law that expands or broadens Indemnitee's rights to indemnification. The right to indemnification conferred herein shall be entitled a contract right, shall continue in favor of Indemnitee whether or not he ceases to be an officer or director of ____________, and shall inure to the rights of indemnification provided in this Section 3 if, by reason benefit of his Corporate Status (as hereinafter defined) or by reason of anything done or not done by Indemnitee in any such capacityheirs, he is, or is threatened executors and administrators and shall include the right to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified to the full extent of the law against Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges promptly paid or payable to have paid on Indemnitee's behalf Expenses incurred in connection with or in respect of such expensesthe prosecution, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he isdefense, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect investigation of any claim, issue or matter Proceeding in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnificationadvance of its final disposition; provided, however, that, if applicable law so permits, indemnification against that the payment of Expenses in advance of the final disposition of a Proceeding shall nevertheless be made only upon delivery to Company of an undertaking, by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending or other court on behalf of competent jurisdiction, shall determine. Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this AgreementIndemnitee, to the extent repay all amounts so advanced if it shall ultimately be determined that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as entitled to one or more but less than all claims, issues or matters in such Proceedingbe indemnified by Company, the form of such undertaking being attached hereto as Exhibit A and by this reference incorporated herein. Expenses shall be advanced or paid to Indemnitee within ten days after the Company shall indemnify receives a statement from Indemnitee against all requesting advancement or payment of any Expenses actually and reasonably evidencing the Expenses incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 6Indemnitee.