Directors' and Officers' Insurance Policy

The Directors' and Officers' and Corporate Liability Insurance Policy is a claims-made policy designed to pay the losses of the directors and officers arising from a wrongful act committed in the discharge of their duties on behalf of the company. This policy will also pay the loss of the company for defined securities claims.

Standard coverage includes:

• A combination of directors' and officers' liability and corporate securities liability in one policy form for publicly traded companies
  
• Covers the past, present and future directors and officers of the corporation, including foreign equivalent positions and spousal coverage
  
• Full entity coverage for securities claims even if a director of officer is not named in a suit (100% allocation for securities claims)
  
• Duty to pay policy language
  
• Advancement of defense costs, upon written request
  
• Retention is waived in any securities claim in which all insureds prevail
  
• Broad definition of claim includes written demand for monetary or non-monetary relief
  
• Loss includes punitive or exemplary damages awarded against the company in any securities claim (subject to insurability and not otherwise excluded)
  
• Automatic coverage for subsidiaries created or acquired during the policy period whose assets are less than 20% of the insured entity
  
• Automatic outside directorship coverage for directors and officers serving as directors, officers and trustees of 501(c)(3) organizations
  
• Multi-year run-off coverage is available if there is a change in the control of the company
  
• Coverage may not be canceled by the insurer or the acquiring company if there is a change in control of the company
  
• Full prior acts coverage
  
• 12 month extended reporting period is available if the parent organization cancels or if the parent organization refuses to renew the policy
  
• Non-cancelable by insurer, except for non-payment of premium
  
• The insureds may report a claim up to 90 days after it is made, even if it is reported after the policy period
  
• Limits of liability up to $10,000,000

Monitor Liability Managers, Inc., 2850 West Golf Road, Suite 800, Rolling Meadows, IL 60008. Tel: 847-806-6590; Fax: 847-806-6282.