The Company agrees to indemnify you and hold you harmless to the fullest extent permitted by law for any action or inaction by you while serving as an executive officer and director of the Company or, at the Company’s request, as an executive officer or director of any other entity or as a fiduciary of any benefit plan. The Company shall cover you under directors’ and officers’ liability insurance after the Transition Date in the same amount and to the same extent as the Company covers its other executive officers and directors.