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Indemnification. The Company hereby indemnifies the Director against any loss, damage, cost or expense, including without limitation, legal fees, court costs, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Director, by reason of the fact he or she was a director, officer or agent of the Company, to the fullest extent allowed under Nevada law. For this right of indemnification to be effective with regard to any suit, action or proceeding, the Director must notify the Company within five calendar days of any suit, action or proceeding brought against the Director, and the Company must be allowed to defend or co-defend the suit, action or proceeding. In order for the Company to indemnify the Director against the payment of the settlement of any claim, the Company must have been given the opportunity to help negotiate and approve the settlement.