is not otherwise compensated by the Company, any Affiliate, any third party or other entity, and any and all other direct and indirect costs incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in any Action. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Action, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Paragraph 1F only, Expenses incurred by the Executive in connection with the interpretation, enforcement or defense of the Executives rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by the Executive or the amount of judgments or fines against the Executive. The parties agree that for the purposes of any advancement of Expenses for which the Executive has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of the Executives counsel as being reasonable shall be presumed conclusively to be reasonable.
I. Liabilities shall include, without limitation, any and all claims, liabilities, damages, losses, judgments, amounts incurred in settlement, orders, fines, penalties, and, with respect to any employee benefit plan, any excise tax or penalty incurred in connection therewith, and other amounts payable in connection with, arising out of, in respect of or relating to or occurring as a direct or indirect consequence of any Action, including, without limitation, amounts paid in whole or partial settlement of any Action, all Expenses in complying with any judgment, order or decree issued or entered in connection with any Action or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Action, and any consequential damages resulting from any Action or the settlement, judgment, or result thereof.
J. Independent Counsel shall mean an attorney or firm of attorneys (following a Change in Control, selected in accordance with the provisions of Paragraph 11 hereof) that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent: (i) the Company or the Executive in any matter material to either such party (other than with respect to matters concerning the Executive under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Action giving rise to a claim for indemnification; provided, however, that the term Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Executive in an action to determine the Executives rights under this Agreement.
K. Indemnity Obligations means all obligations of the Company to Executive under this Agreement, including, without limitation, the Companys obligations to provide indemnification to the Executive and advance Expenses to the Executive under this Agreement.
L. Official Capacity shall mean the office of director or officer in the Company, membership on any committee of directors, any other offices in the Company held by the Executive and any other employment or agency relationship between the Executive and the Company and Official Capacity, as such term is used herein, shall not include service for any Affiliate or other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
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