Pursuant to the Executive Officer Agreement, as to any matter occurring or arising during Employee’s employment with the Company, the Company hereby covenants and agrees to indemnify Employee and hold him harmless fully, completely and absolutely against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, reasonable expenses (including reasonable attorney’s fees), losses and damages resulting from his good faith performance of his duties and obligations as an employee, officer or director of the Company to the extent provided by the bylaws of the Company; provided, however, that this indemnity shall not apply with respect to any breach by Employee of the terms of this Agreement or the Executive Officer Agreement.