Indemnification Provision

(a) the company agrees to indemnify the executive to the fullest extent permitted by law consistent with the company’s bylaws in effect as of the date hereof with respect to any acts or nonaction he may have committed during the period during which he was an officer, director and/or employee of the company or any subsidiary thereof, or of any other entity of which he served as an officer, director or employee at the request of the company.

(b) the company agrees to obtain a directors and officers liability insurance policy covering the executive and to continue and maintain such policy. The amount of coverage show be reasonable in relation to the executive’s position and responsibilities during the term of employment but in no event shall the amount of coverage be less than $20 million in the aggregate provided that the cost and availability of such insurance is reasonable within the marketplace.