Highlights of NEA/Hartford Private Executive Protection Insurance Program*

I. Enhancements to All Lines of Coverage Purchased

• Defense Option - Insured may select Duty to Defend or Reimbursement option; Insured retains ability to nominate preferred law firm as defense counsel

• Insured Settlement Control - ability to settle without Insurer's consent up to 50% of the deductible

• Reimbursement of Defense - paid on a "reasonable-time" current basis

• Additional $500K Defense Outside the Limit - for all liability coverage parts: D&O, EPL, Fiduciary

• Debtor in Possession Coverage - included as insured entity

• 10% Retention Reduction - if the insured agrees to the 1st settlement opportunity offered by Insurer (applicable to all liability coverage parts: D&O, EPL, Fiduciary)

• Date of Mailing Notice Treated as Day of Notice - with proof of mailing

• Policy Non-Cancelable by Insurer - except for non-payment of premium

• No Hammer Clause - full policy limit still available even if Insured rejects Insurer's settlement offer

• Automatic Acquisition Threshold 35% - for acquired entities with additional 120 days of automatic coverage for transactions that breach the threshold

• Full Severability of the Application - knowledge possessed by any insured can not be imputed to any other insured

• Broad Definition of Insured - includes foreign functional equivalents of US positions; Board Observers, General Partner of Limited Partnership, Joint Ventures, LLCs and foundations, charitable trusts and political action committees (to the extent they are owned or controlled by the Named Entity or its subsidiaries)

• Limited Notice of Claim Requirement - Insured selects which positions trigger notice requirement (CEO, CFO, RM, and/or GC)

• 60 Day Post-Policy Reporting Provision - allows Insured to report claims 60 days after policy expiration

• Definition of Application - limited to documents provided for current renewal and one year prior

• Renewal Premium Cap at 105% - of the total policy premium unless specified events occur (litigation, etc.)

• Liberalization Clause - automatically provides broader coverage afforded under any newly released Hartford policy form

• State Amendatory Inconsistency - most favorable terms apply should there be an inconsistency between the terms and conditions of a state amendatory endorsement, Policy or any other term or condition of the Policy

• Domestic Partners Coverage – included in spousal extension

II. Coverage Part Specific Enhancements

A) Directors & Officers Liability Coverage

Comprehensive Coverage Features:

• Absolute Non-Rescindable – coverage may not be rescinded for any reason

• Broad Definition of Entity Claim - includes written demands or notices for monetary or non-monetary relief, civil proceedings, arbitration, requests to toll statute of limitations, formal administrative or regulatory proceedings (including those before the EEOC, Audits by the Office of Federal Contract Compliance)

• Investigation Coverage – For insured persons and entity (entity coverage on a co-defendant basis)

• Broad Definition of Loss - includes punitive and exemplary damages and the multiple portions of any multiplied damage award; most favorable venue language for punitive/exemplary damages

• Definition of Insured - includes members of the Insured's Medical, Scientific, or Technology advisory board(s)

• Outside Directorship Liability Blanket Coverage - policy responds excess of indemnification and insurance provided by outside entity - - applies to non-profit positions with the ability to schedule service on boards of for-profit organizations

• $250,000 Derivative Demand Investigation Costs Coverage

• Road Show Coverage should company undertake IPO-related activities

• Guaranteed IPO Coverage Quote should company file for public offering of its securities

• Blanket Public Debt Coverage

• Bankruptcy Coverage Grant

• Order of Payments - ensures insurance proceeds directed to non-indemnifiable loss first

• Waiver of the Deductible - for any claim that is finally resolved with no liability to the Insureds

Limited Exclusions and/or Exclusion Carvebacks:

• Professional Services /Errors & Omission Exclusion - carve back for security holder claims

• Intellectual Property Exclusion - applicable to entity only with carvebacks for security holder and non-indemnifiable derivative actions

• Contract Exclusion - applicable to entity only with carve backs for security holder and prospective security holder claims and for liabilities arising from an absence of the contract

• Insured vs. Insured Exclusion - carve backs for bankruptcy trustee (and similar positions), whistleblower, former D&Os 2years removed, former owners ($350K sublimit), security holder and derivative action

• Pollution Exclusion - carve backs for Side A claims, non-indemnifiable derivative claims and security holder Claims

• Final Non-Appealable Adjudication for Personal Misconduct Exclusions - with full severability

• Anti-Trust Exclusion - applicable to entity only with $1 million defense costs sub-limit

• No Commission Exclusion

• No Insurance Maintenance Exclusion

• No Major Shareholder Exclusion

B. Employment Practices Liability Coverage

Comprehensive Coverage Features:

• Third Party Coverage - extends to customer, vendor, service provider or other business invitee

• Broad Definition of Employee - includes temporary, seasonal or part-time; leased or loaned employees; and independent contractors (to the extent the company indemnifies such individual)

• Broad Definition of Employment Practices Wrongful Acts - includes employment-related misrepresentations; libel and slander; humiliation; retaliation; invasion of privacy; wrongful demotion and discipline; failure to provide or enforce employment practices policies and procedures; workplace harassment; civil rights violations; and violations of FMLA; wrongful dismissal, discharge or termination, failure or refusal to hire or promote, sexual or other workplace harassment, employment discrimination, invasion of privacy, employment-related defamation

• Definition of Claim includes Audits by the Office of Federal Contract Compliance

• Definition of Employment Discrimination - include claims arising from refusal to submit to genetic makeup testing

• Definition of Loss - includes front and back pay, pre and post judgment interest, as well as premiums for appeal, attachment or similar bond

Limited Exclusions and/or Exclusion Carvebacks:

• No Fraud/Conduct Exclusion

• No layoff, downsizing, closing, or reorganization Exclusion

• No Intentional Act Exclusion

• No Mental anguish or emotional distress exclusions

C) Fiduciary Coverage

Comprehensive Coverage Features:

• HIPAA coverage for penalties ($25,000 sub-limit)

• Fines & Penalties – coverage for UK fines and penalties; ERISA Section 502(i) and (l)

• Definition of Claim includes fact-finding investigations by the Department of Labor or the Pension Benefit Guaranty Corporation)

• Definition of Insured Plan includes Government-mandated programs (except workers' compensation), welfare and pension benefit plans sponsored by the company (ESOP coverage available by endorsement), Non-ERISA plans sponsored by the company (includes excess benefit plans)

• IRS Voluntary Settlement Program Coverage ($100,000 sub-limit)

D) Crime Coverage

Comprehensive Coverage Features:

• Full Limit for All Insuring Agreements: Employee Theft, Counterfeit Payer Currency, Forgery or Alteration (checks), Money & Securities (transfer/while in transit), Money/Securities on your premises, Computer Fraud/Funds Transfer Fraud, Credit Card Forgery Coverage Sub-deductible $1K for Money Order & Credit card forgery

• Benefit Plans Theft Coverage- ERISA qualified and non-qualified plans up to full policy limit

• Investigative Expenses - $50K sub-limit/$5K sub-deductible

• Discovery Supplement - 60 day window

• Client Third Party - available on case by case basis

• Broad definition of Employee includes, but not limited to, temporary, seasonal, volunteer, student intern, and leased employees

* subject to underwriting approval