NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1. Definitions. (a) As used in this Agreement:
Affiliate of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
Bad Faith means, with respect to any determination, action or omission, that the Indemnitee reached such determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was adverse to the interests of the shareholders of the Company or, with respect to any criminal conduct, with knowledge that such determination, action or omission was unlawful.
Company Status describes the status of a person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the request of the Company.
Disinterested Director shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
Enterprise shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Expenses shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys fees, document and e-discovery costs, litigation expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses shall also include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium and security for, and other costs relating to, any cost bond, supersedeas bond or other appeal bond or its equivalent, (ii) for purposes of Section 11(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitees rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement and (iv) any interest, assessments or other charges in respect of the foregoing. Expenses shall not include Liabilities.