The Company will fully indemnify and hold harmless Mr. Bennett from any liability arising out of or related to his engagement as CEO to the same extent as an employee serving in the capacity of the Company’s CEO & President, except those that are directly or indirectly attributable to the willful misconduct or illegal acts of Mr. Bennett.  The Company will cover Mr. Bennett under its D&O insurance policy to the same extent as an employee serving in the capacity of the company’s CEO & President.