The Company agrees to defend and indemnify Employee for any and all claims or causes of action brought against Employee by a third party arising out of or in connection with his employment with the Company, provided that Company is not obliged to indemnify Employee in connection with any judgment entered against him based upon Employee’s gross negligence, intentional misconduct, fraud, or criminal misconduct.  Employee may select counsel to defend the claim or cause of action and shall notify the Company of any such claim or cause of action within ten (10) days of his knowledge of such claim or cause of action.  Company is not obliged to reimburse Employee for any costs of defense incurred prior to its receipt of notice of the claim or cause of action and is not obliged to indemnify Employee against any loss or liability under this paragraph if it receives notice after the ten (10) day period and the defense of the claim or cause of action was materially prejudiced by such delayed notice.