The Corporation shall indemnify Executive and hold Executive harmless against any and all Losses in connection with any present or future threatened, pending or completed Proceeding, regardless of whether such Proceeding is by or in the right of the Corporation, based upon, arising from, relating to, or by reason of Executive’s Corporate Status; provided, that no indemnification pursuant to this Section 3 may be made to Executive or on Executive’s behalf with respect to a Proceeding if a final judgment or other final adjudication adverse to Executive establishes that Executive engaged in Disqualifying Conduct with respect to the claims, issues and matters in such Proceeding.