In the event that the Employee is made a party or threaten ed to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a Director or officer of the Parent or Employer, or while a director or officer of the Parent or Em ployer is or was serving at the request of the Parent or Employer as a Director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, the Employee shall be indemnified and held harmless by the Pa rent and Employer to the fullest extent permitted under applicable law and the Parent’s bylaws, and as specifically set forth in the Parent’s bylaws, as the same exist or may hereafter be amended by Parent .