The Company represents and warrants that it has in place directors and officers liability insurance policies (the " D & O Ins urance Policies "), naming Executive as an insured against any and all claims, actions, causes of action, lawsuits or investigations which could be brought against Executive in his capacity as Senior Vice President and Chief Operating Officer of the Company , subject only to the specific exclusions set forth in said policies, including without limitation, any exclusion for fraud, willful misconduct, or misrepresentation. For the period of time for which Executive is an employee of the Company, Company shall m aintain these policies and timely pay all premiums due under these policies. The Company shall acquire such "tail" or other policies of insurance to continue the coverage of Executive, should he no longer be employed by the Company to cover any subsequent claims, actions, lawsuits, causes of action or investigations brought against Executive while in the capacity of Senior Vice President and Chief Operating Officer of the Company. The Company shall indemnify and hold Executive harmless from any action, clai m, lawsuit, cause of action or investigation brought against Executive as the Senior Vice President and Chief Operating Officer of the Company, regardless of whether the D & O Insurance Policies are in place, and regardless of whether Executive has left th e employ of the Company as Senior Vice President and Chief Operating Officer or otherwise. This agreement by the Company to indemnify and hold Executive harmless shall include the Company's obligation to pay all damages, injuries and penalties incurred by Executive or against Executive, and Executive's costs and reasonable attorneys' fees. This agreement to indemnify and hold harmless shall not apply if and only if Executive is convicted of a felony which is affirmed on appeals or is not appealed, or is fou nd guilty, by final verdict, of fraud or willful misconduct.