[INDEMNIFICATION AGREEMENT RECITALS AGREEMENT Generally 2 Successful Defense; Partial Indemnification 3 Determination That Indemnification Is Proper] [EMPLOYMENT AGREEMENT Agreement” Empl oyee” RECITALS A. The Company has appointed the Employee as its Interim Chief Financial Officer and the Employee has accepted such appointment for the term of Employment (as defined below). B. In connection with such appointment, the Company and the Employee desire to enter into this Agreement setting forth the terms and conditions of the Employment.]