The Executive shall be entitled to the protection of the Company's By-Laws and Certificate of Incorporation and any insurance and corporate indemnification policies the Company shall elect to maintain generally for the benefit of its directors and officers against or with respect to all costs, charges and expenses incurred or sustained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of having been a director or officer of the Company or any of its affiliates. With respect to the Executive’s actions during the Consulting Period, the Company shall indemnify the Executive to the same extent as it indemnifies other directors(other than in connection with the Executive’s gross negligence or willful misconduct) and shall pay, or reimburse the Executive for, reasonable attorneys' fees and expenses incurred by the Executive in connection with his defense in any related proceedings as such fees and expenses are incurred, subject to the provision of documentation thereof (subject to the undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision that is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses); provided that this sentence shall not apply with respect to any action, claim or controversy in which the Executive and the Company are adverse parties or as prohibited by applicable law, rule or regulation.