Company and its Affiliates hereby agree that it shall indemnify and hold Employee harmless to the fullest extent permitted by applicable law, from and against all losses, costs, claims, judgments and expenses, including without limitation reasonable attorney’s fees or lost wages due to imprisonment (“Losses”), as and when incurred by Employee. The indemnification provided for herein shall not be deemed exclusive of any other rights to which Employee may be entitled under any by-law, agreement, insurance policy, vote of shareholders or otherwise. Employee shall indemnify and hold Company (and its employees, officers, directors, advisors and agents) harmless against any Losses as a result of any material breach by Employee.