Notwithstanding anything in the articles of incorporation or By-laws of Xenith or HoldCo to the contrary, the Executive shall at all times during the Executive’s employment by Xenith or HoldCo, and after such employment, be indemnified by such entities to the fullest extent applicable law permits for any matter in any way relating to the Executive’s affiliation with Xenith or HoldCo, provided, however, that if Xenith or HoldCo shall have terminated the Executive’s employment for Cause, then neither Xenith or HoldCo shall have any obligation whatsoever to indemnify the Executive for any claim arising out of the matter for which the Executive’s employment shall have been terminated for Cause or for any conduct of the Executive not within the scope of the Executive’s duties under this Agreement.