In the event that Executive is made, or threatened to be made, a party to any legal action or proceeding by reason of the fact that Executive is or was a director or officer of the Company or serves or served any affiliate at the request of the Company, Executive shall be entitled, at all times (including after termination of the Executive for any reason) , to the benefit of the maximum indemnification and advancement of legal fees and expenses available from time to time under the Company’s organizational documents.