Under the terms of the Indemnification Agreements, the Company agrees, subject to certain exceptions, to indemnify each indemnitee against expenses and liabilities incurred by the indemnitee in connection with a proceeding to which the indemnitee is a party by reason of his status as an officer, director or representative of an employee benefit plan of the Company, or in which the indemnitee is a witness in a proceeding by reason of such status with the Company. The Company also agrees to advance to the indemnitee expenses incurred in connection with proceedings for which the indemnitee may be entitled to indemnification under the Indemnification Agreement and to bear the burden of proving that indemnification is not owed in any case where the Company challenges an indemnitee's claim for indemnification.

The foregoing description of the Indemnification Agreements does not purport to describe all of their terms and is qualified in its entirety by reference to the complete text of the Indemnification Agreements, a form of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.