To the maximum extent permitted by applicable law, both during the term of this Agreement and at all times thereafter, regardless of the reason for termination, the Company shall indemnify Executive and hold Executive harmless against any cost, fee, expense, fine or penalty (a “cost”) to which he may be subject as a result of serving as an employee or officer of the Company or any other entity at the Company’s direction, shall advance to Executive, as incurred, the reasonable costs (including fees and disbursements of legal counsel) incurred by him in defending any judicial or administrative proceeding, including any investigation, that may give rise to a cost, subject to Executive’s obligation to repay any such advance if it is subsequently determined that he was not entitled to indemnification, and shall provide for Executive to be covered by its directors and officers, or any similar, insurance policy at the level applicable to its most senior active officers.