The Company shall indemnify and hold Executive harmless for all acts and omissions occurring during his employment with the Company or service as a member of the Board to the maximum extent permitted under the Company’s charter, by-laws or applicable law, and shall promptly (within 15 business days) advance to Executive or Executive’s heirs or representatives all defense costs and damages, liabilities, and losses (including reasonable attorneys’ fees and expenses) (collectively, “Expenses”) relating to any claim, demand, request, formal or informal investigation, dispute, controversy, threat, discovery request or request for testimony or information (collectively, a “Claim”) or any proceeding (whether civil, criminal, administrative or investigative), or any threatened Claim or proceeding (whether civil, criminal, administrative or investigative), against Executive that arises out of or relates to Executive’s service as an officer, director or employee, as the case may be, of the Company, or the Executive’s service in any such capacity or similar capacity with an affiliate of the Company or other entity at the request of the Company, upon receipt by the Company of a written request with appropriate documentation of such Expenses, and an undertaking by Executive to repay the amount advanced if it shall ultimately be determined in a final and nonappealable ruling by a court that Executive is not entitled to be indemnified by the Company against such Expenses. During the Employment Term and for a term of six years thereafter, the Company, or any successor to the Company, shall purchase and maintain, at its own expense, directors and officers liability insurance providing coverage for Executive in the same amount as for members of the Board. To the fullest extent permitted by law, Executive shall have the right to institute a proceeding to enforce the rights of indemnification and of advancement of Expenses created by, or provided pursuant to the terms of, this Agreement, any later agreement between Executive and the Company, the Company’s charter or by-laws, or other applicable law, and the Company shall advance to Executive (within 15 business days after receipt of invoices from Executive) his costs and expenses (including attorney’s fees) incurred in the prosecution of such a proceeding. In any such proceeding, the burden of proving that indemnification or advancement are not appropriate shall be on the Company.