WITH ANY SUCH ARBITRATION.
11.
INDEMNIFICATION; LIABILITY INSURANCE.
THE COMPANY HEREBY AGREES
TO INDEMNIFY YOU AND HOLD YOU HARMLESS TO THE FULLEST EXTENT PERMITTED UNDER THE
BY-LAWS OF THE COMPANY IN EFFECT ON THE DATE OF THIS LETTER AGREEMENT AGAINST
AND IN RESPECT TO ANY ACTUAL OR THREATENED ACTIONS, SUITS, PROCEEDINGS, CLAIMS,
DEMANDS, JUDGMENTS, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES),
LOSSES, AND DAMAGES RESULTING FROM THE GOOD FAITH PERFORMANCE OF YOUR ASSIGNED
DUTIES AND RESPONSIBILITIES WITH THE COMPANY.
THE COMPANY, WITHIN 30 DAYS OF
PRESENTATION OF INVOICES, WILL ADVANCE TO YOU REIMBURSEMENT OF ALL LEGAL FEES
AND DISBURSEMENTS YOU INCUR IN CONNECTION WITH ANY POTENTIALLY INDEMNIFIABLE
MATTER PROVIDED THAT YOU, TO THE EXTENT REQUIRED BY APPLICABLE LAW, UNDERTAKE TO
REPAY SUCH AMOUNT IN THE EVENT THAT IT IS ULTIMATELY DETERMINED THAT YOU ARE NOT
ENTITLED TO BE INDEMNIFIED.
IN ADDITION, THE COMPANY WILL COVER YOU UNDER
DIRECTORS AND OFFICERS LIABILITY INSURANCE BOTH DURING AND, WHILE POTENTIAL
LIABILITY EXISTS, AFTER THE TERMINATION OF YOUR EMPLOYMENT IN THE SAME AMOUNT
AND TO THE SAME EXTENT AS THE COMPANY COVERS ITS OTHER OFFICERS AND DIRECTORS.
YOU WILL NOT BE LIABLE TO THE COMPANY FOR YOUR ACTS OR OMISSIONS, EXCEPT TO THE
EXTENT THAT SUCH ACTS OR OMISSIONS WERE NOT MADE IN THE GOOD FAITH PERFORMANCE
OF YOUR ASSIGNED DUTIES AND RESPONSIBILITIES, WERE A VIOLATION OF LAW OR
RESULTED FROM YOUR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR ANY OTHER ACT OR
OMISSION THAT WOULD CONSTITUTE GROUNDS FOR TERMINATING YOUR EMPLOYMENT FOR
CAUSE.
THE OBLIGATIONS AND LIMITS CONTAINED IN THIS PARAGRAPH 11 WILL SURVIVE
THE TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY.
10
12.
LEGAL FEES.
UPON PRESENTATION OF APPROPRIATE DOCUMENTATION, THE
COMPANY WILL PAY OR REIMBURSE YOU FOR ALL REASONABLE AND DOCUMENTED LEGAL FEES
AND RELATED EXPENSES INCURRED IN CONNECTION WITH THE DRAFTING, NEGOTIATION AND
EXECUTION OF THIS LETTER AGREEMENT AND ANY RELATED EQUITY AWARD AGREEMENT, UP TO
A MAXIMUM OF $15,000.
13.
WITHHOLDING.
THE COMPANY MAY WITHHOLD FROM ANY AND ALL AMOUNTS
PAYABLE TO YOU UNDER THIS LETTER AGREEMENT OR OTHERWISE SUCH FEDERAL, STATE AND
LOCAL TAXES AS MAY BE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAWS OR
REGULATIONS AND ALL OTHER AMOUNTS OR CHARGES REQUIRED TO BE WITHHELD OR
DEDUCTED.
14.
GOVERNING LAW.
THIS LETTER AGREEMENT WILL BE GOVERNED BY, AND
CONSTRUED UNDER AND IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CONNECTICUT, WITHOUT REFERENCE TO RULES RELATING TO CONFLICTS OF LAWS.
15.
ENTIRE AGREEMENT; SEVERABILITY; WAIVER; AMENDMENTS.
THIS LETTER
AGREEMENT AND THE AGREEMENTS REFERENCED HEREIN CONTAIN THE ENTIRE AGREEMENT OF
THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERCEDE IN THEIR
ENTIRETY ANY AND ALL PRIOR AGREEMENTS, UNDERSTANDINGS OR REPRESENTATIONS
RELATING TO THE SUBJECT MATTER HEREOF.
NO AGREEMENTS OR REPRESENTATIONS, ORAL
OR OTHERWISE, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE
BEEN MADE BY EITHER PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS LETTER
AGREEMENT.
THE PROVISIONS OF THIS LETTER AGREEMENT SHALL BE DEEMED SEVERABLE
AND, IF ANY PROVISION IS FOUND