The Company hereby agrees to indemnify you and hold you harmless (including advancement of reasonable attorney’s fees) to the fullest extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses, and damages resulting from the your good faith performance of your duties and obligations with the Company and the Company’s affiliates.  The Company shall cover you under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this letter agreement in the same amount and to the same extent as the Company covers its other officers and directors.  These obligations shall survive the termination of your employment with the Company.