The Executive shall, to the same extent as similarly situated employees of the Company, be entitled to indemnification for any and all losses, claims, actions, damages, liabilities, costs, charges and expenses incurred by the Executive by reason of, or arising out of, any pending, threatened or completed action, suit, investigation or other proceeding or any act or omission or alleged act done or omitted in connection with or otherwise based upon the performance or execution of the Executive’s duties as an officer of the Company or, while an officer of the Company and at the request of the Company, an officer or director of any affiliate of the Company.