The Company shall indemnify Executive and hold him harmless from any claims, demands, liabilities, actions, suits or proceedings (“ Claims ”) asserted or claimed by third-parties arising out of the performance of Executive’s duties hereunder, or as an officer or director of the Company or any of its affiliates before and during the Employment Period to the fullest extent provided in the Company’s governance documents, and permitted under applicable law, except to the extent such Claims arise from Executive’s willful misconduct or fraud. Without diminution of the Executive’s rights under this Section 12, the Company shall indemnify the Executive during and after the Employment Period at least to the same extent that the Company indemnifies its then active senior executive officers.