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:
Agreement has the meaning ascribed to such term in the Preamble hereto.
Board has the meaning ascribed to such term in the Recitals hereto.
Bylaws has the meaning ascribed to such term in the Recitals hereto.
Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as amended, restated or otherwise modified.
Change in Control has the meaning ascribed to such term in Section 1(b) hereof.
Corporate Status describes the status of an individual who is or was a Representative of an Enterprise.
Company has the meaning ascribed to such term in the Preamble hereto.
DGCL has the meaning ascribed to such term in the Recitals hereto.
Enterprise means the Company and any other Person, employee benefit plan, joint venture or other enterprise of which Indemnitee is or was serving at the request of the Company as a Representative.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
Expenses means all reasonable costs, expenses, fees and charges, including, without limitation, attorneys fees, 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 also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(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 (on a grossed up basis) and (iv) any interest, assessments or other charges in respect of the foregoing.