D&O Changes Agreement

D&O CHANGES AGREEMENT

This D&O Changes Agreement (the Agreement) is made and entered into as of Effective Date: by and between Company Name: a corporation organized under the laws of State of Incorporation: , and Director or Officer Name: (the Director).

RECITALS

WHEREAS, the Company maintains or is a party to certain directors' and officers' liability insurance policies and/or indemnification arrangements intended to protect current and former directors and officers against claims arising from their service to the Company (the D&O Protections); and

WHEREAS, the Company and the Director desire to document certain changes to the D&O Protections, corporate positions, or related terms as set forth herein and to confirm the respective rights and obligations of the parties with respect to such changes;

WHEREAS, the parties intend that this Agreement operate as an amendment to the extent necessary to effect the changes described herein without creating an admission of liability by any party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms used but not defined herein shall have the meanings set forth in any existing indemnification agreement or policy to which the Director is a party (each, an Existing Arrangement). Where not defined in an Existing Arrangement, the following definitions apply:

1.1 "Change Description" means the modifications to the D&O Protections described in Section 2 and in the written description provided by the parties in the Changes Schedule below.

2. SPECIFIC CHANGES

The parties agree that the following specific changes to the D&O Protections, corporate status, or related provisions are effective as of the Effective Date stated above unless another effective date is stated below.

If the change constitutes an amendment to an Existing Arrangement, such amendment shall be effective only to the extent permitted by the terms of the Existing Arrangement and subject to any required approvals. The parties shall execute any additional documents reasonably required to implement the Change Description.

3. INSURANCE; POLICIES

3.1 Policy Effect. To the extent applicable, the Company shall use commercially reasonable efforts to procure that any insured D&O policy shall reflect the Change Description. Absent agreement by the insurer, nothing in this Agreement obligates the Company to procure coverage on terms other than those offered by the insurer.

3.2 Proof of Amendment. Upon request, the Company shall provide the Director with documentation evidencing any change to insurance coverage or policy endorsements implementing the Change Description.

4. COSTS, PREMIUMS AND TAXES

Unless otherwise agreed in writing below, the Company shall be responsible for payment of premiums, retentions, and other costs reasonably associated with effecting the Change Description. Allocation of any tax consequences arising from the Change Description shall be borne by the party required by applicable law or as mutually agreed in writing.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement have been duly authorized.

5.2 The Director represents that there are no pending or threatened claims of which the Director is aware that would reasonably be expected to be materially affected by the Change Description, except as disclosed in writing to the Company.

6. COOPERATION; FURTHER ACTIONS

Each party shall cooperate in good faith and execute any additional documents reasonably necessary to effectuate the Change Description and to carry out the intent of this Agreement. The Company shall promptly seek corporate approvals if required and shall inform the Director in writing of the outcome of such proceedings.

7. NO ADMISSION; LIMITATION OF LIABILITY

Nothing in this Agreement shall be construed as an admission of wrongdoing, fault, or liability by any party. Except as expressly provided herein, neither party shall be liable for indirect, consequential, exemplary, or punitive damages arising out of this Agreement.

8. NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, or to such other address as a party may designate by written notice to the other party in accordance with this Section.

9. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law: without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the jurisdiction specified above for resolution of any dispute arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Existing Arrangements expressly amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. MISCELLANEOUS

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any obligation of the Company to indemnify or advance expenses to the Director shall be subject to any contractual, statutory or insurance-based limitations applicable at law.

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