Except to the extent, if any, prohibited by law, the Company shall indemnify Executive against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which Executive was, is, or is threatened to be, made a party by reason of facts which include Executive’s being or having been an employee, officer, or agent of the Company or any Affiliates. The provisions of this Section 5 shall (i) survive termination of this Agreement; and (ii) not be deemed exclusive of any other indemnification or expense rights to which Executive may be entitled. The Company shall indemnify Executive as a director pursuant to the Fourth Amended and Restated Indemnification Agreement dated [o], hereby incorporated by reference.