(e) Expenses shall mean and include any and all expenses, including attorneys fees, actually and reasonably incurred and all other costs, expenses and obligations actually and reasonably incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim or establishing or enforcing a right to indemnification under this Agreement. The term Expenses shall also include reasonable compensation, as determined by the Company upon receipt of the requested rate of compensation and relevant written documentation supporting such rate by Indemnitee, for time spent by Indemnitee for which Indemnitee is not compensated by the Company or any subsidiary or third party (i) for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any subsidiary.
(f) lndemnifiable Event shall mean any event or occurrence related to the fact that Indemnitee is or was a director of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation (including, without limitation, any subsidiary) or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company, or by reason of any action or inaction on the part of Indemnitee in such capacity.
(g) Independent Legal Counsel shall mean a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitees rights under this Agreement.
(h) Losses shall mean any amount which Indemnitee is legally obligated to pay as a result of any Claim, including any and all liabilities and losses, fees, judgments, fines, Employee Retirement Income Security Act of 1974 (as amended) excise taxes or penalties, and any and all amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of any Claim, and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.
(i) Person means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
(j) Reviewing Party shall be (1) if requested by the Indemnitee or in connection with a Change in Control of the Company, Independent Legal Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (2) if otherwise, (i) the Board of Directors by a majority vote of directors who are not parties to any such Claim, even though less than a quorum, or (ii) if there are no such directors, or if they so direct, by Independent Legal Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (iii) if such directors so elect, the stockholders of the Company. In the event the Reviewing Party shall be Independent Legal Counsel, such Independent Legal Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the Claim for which indemnification is claimed a Change in Control of the Company, in which case Independent Legal Counsel shall be selected by Indemnitee, unless Indemnitee shall request that such selection be made by the Board of Directors. The Company agrees to pay the reasonable fees of Independent Legal Counsel and to fully indemnify such counsel against any and all expenses (including reasonable attorneys fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.