To the fullest extent permitted by law and the Company’s operating agreement, the Company shall promptly indemnify Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys’ fees)) incurred or paid by the Executive in connection with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services for (or acting as a fiduciary of any employee benefit plans, programs or arrangements of) the Company, including as a director, officer or employee of the Company. The Company also agrees to maintain a director’s and officers’ liability insurance policy covering the Executive. In addition, the Company will reimburse the Executive for the cost of a supplemental D&O insurance policy for up to Five Million Dollars ($5,000,000). The Company and the Executive shall enter into an indemnification agreement, substantially in the form attached hereto as Exhibit [D].