The Company shall indemnify Executive and hold him harmless from and against all claims, losses, damages, expenses or liabilities (including expenses of defense and settlement) based upon or in any way arising from or connected with his employment by the Company or his service as a member of the Board of Directors, to the maximum extent permitted by law.  To the fullest extent permitted by law, the Company shall advance to Executive all expenses necessary in connection with the defense of any action or claim which is brought if indemnification cannot be determined to be available prior to the conclusion of such action or the investigation of such claim.  The Company hereby represents that it maintains and will continue to maintain during the Employment Term (and for the applicable statute of limitations thereafter) director and officer insurance in an amount of no less than One Million Dollars ($1,000,000) in coverage and shall include Executive as an insured in any directors’ and officers’ insurance policy it maintains. The provisions of this Section 8 shall survive any termination or expiration of this Agreement.