Indemnification and Reimbursement Agreement Between Company and Charles Sander

Summary

The Company and its subsidiary have agreed to indemnify and defend Charles Sander, the President and CEO, his family, and guests against any claims or losses arising from the use of his residence as a company office. In return, Mr. Sander allows his home to be used for business purposes. The Company also provides liability insurance for the residence and will reimburse Mr. Sander for out-of-pocket expenses related to its business use, as long as this arrangement continues.

EX-10.1 2 c40194_ex10-1.txt EXHIBIT 10.1 DESCRIPTION OF INDEMNIFICATION AND REIMBURSEMENT ARRANGEMENT WITH CHARLES SANDER On December 13, 2005, the Board approved an indemnification arrangement with the Company's President and Chief Executive Officer, Charles Sander, who is also a director. Under the arrangement, in exchange for Mr. Sander's agreement that the Company and its subsidiary may continue to use Mr. Sander's residence as an office, the Company's subsidiary has agreed to indemnify and defend each of Mr. Sander, his spouse and all other family members residing at, and each other person visiting or who is a guest at, Mr. Sander's residence, and each of their heirs, administrators and representatives, from and against claims and losses of any nature whatsoever, including, without limitation, losses from personal injury, death and property damage, arising out of the use or alleged use of Mr. Sander's residence as an office of the Company or its subsidiary. The Company currently carries commercial liability insurance on Mr. Sander's personal residence for business-related liability and property loss. In addition, on December 13, 2005, the Board authorized the Company's subsidiary to reimburse Mr. Sander his out-of-pocket expenses for the use of Mr. Sander's residence as an office of the Company and its subsidiary for as long as such use continues.