any action alleged to have been taken or omitted in such capacity, against any and all costs,charges and expenses (including attorneys’ and others’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him or her in connection with such Proceeding if theIndemnitee acted in good faith and in a manner that he or she reasonably believed to be in, or notopposed to, the best interests of the Company, and, with respect to any criminal Proceeding, theIndemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination ofany Proceeding by judgment, order, settlement, conviction or upon a plea of *nolo contendere*or itsequivalent will not, of itself, adversely affect the right of the Indemnitee to indemnification orcreate a presumption that the Indemnitee did not meet the foregoing standard of conduct to theextent applicable thereto.     (b) The Company will indemnify the Indemnitee when he or she was or is involved in any manner(including without limitation as a party, deponent or witness) or is threatened to be made soinvolved in any Proceeding by or in the right of the Company to procure a judgment in its favor byreason of the fact that he or she is or was or had agreed to become a director, officer, employeeor agent of the Company, or is or was serving or had agreed to serve at the request of the Companyin an Authorized Capacity of or for Another Entity, against any and all costs, charges and expenses(including attorneys’ and others’ fees), and amounts paid in settlement not exceeding, in thejudgment of the Board of Directors, the estimated expense of litigating the Proceeding toconclusion, actually and reasonably incurred by him or her in connection with the defense orsettlement of such Proceeding if the Indemnitee acted in good faith and in a manner that he or shereasonably believed to be in or not opposed to the best interests of the Company, except that noindemnification will be made in respect of any claim, issue or matter as to which the Indemniteeshall have been adjudged by a court of competent jurisdiction, after exhaustion of all appealstherefor, to be liable for willful or intentional misconduct in the performance of his or her dutyto the Company unless, and only to the extent, that the court in which the Proceeding was broughtdetermines upon application that, despite the adjudication of liability but in view of allcircumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for suchcosts, charges and expenses which the court deems proper.     (c) To the extent that the Indemnitee has been successful on the merits or otherwise,including without limitation the dismissal of a Proceeding without prejudice, in the defense of anyProceeding referred to in Section 2(a) or Section 2(b) or in the defense of any claim, issue ormatter in any such Proceeding, the Company will indemnify him or her against any and all costs,charges and expenses, including without limitation attorneys’ and others’ fees, actually andreasonably incurred by him or her in connection therewith.     (d) Any indemnification under Section 2(a), Section 2(b) or Section 2(c) (unless ordered by acourt) will be made by the Company only as authorized in the specific case upon a determination, inaccordance with Section 4, that such indemnification is proper in the circumstances because he orshe has met the applicable standards of conduct set forth in Section 2(a) and Section 2(b) (the“Indemnification Standards”). Such determination will be made in the manner set forth in Section4(b).     (e) Any and all costs, charges and expenses, including without limitation attorneys’ andothers’ fees, actually and reasonably incurred by the Indemnitee in defending any Proceeding willbe paid by the Company as incurred and in advance of the final disposition of such Proceeding inaccordance with the procedure set forth in Section 4(e).     (f) Notwithstanding anything in this Agreement to the contrary, the Indemnitee will not beentitled to indemnification or advancement of expenses pursuant hereto in connection with anyProceeding initiated by the Indemnitee against the Company (except for any Proceeding initiated bythe Indemnitee pursuant to Section 6) unless the Company has joined in or consented to theinitiation of such Proceeding.
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     **3. ****Additional Indemnification**. (a) Pursuant to Section 12:83E of the LBCL, withoutlimiting any right which the Indemnitee may have under Section 2, the Articles, the By-Laws, theLBCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section2(f) and to any maximum permissible indemnity that may exist under applicable law at the time ofany request for indemnity hereunder as contemplated by this Section 3(a), the Company willindemnify the Indemnitee against any amount which he or she is or becomes legally obligated to payrelating to or arising out of any claim made against him or her because of any act, failure to actor neglect or breach of duty, including any actual or alleged error, omission, misstatement ormisleading statement, which he or she commits, suffers, permits or acquiesces in while acting inhis or her capacity as a director or officer of the Company, or, at the request of the Company, inan Authorized Capacity of or for Another Entity. The payments which the Company is obligated tomake pursuant to this Section 3 will include without limitation damages, judgments, amounts paid insettlement, fines and reasonable charges, costs, expenses, including attorneys’ fees, expenses ofinvestigation, preparation, defense and settlement of Proceedings, and expenses of appeal,attachment or similar bonds; *provided, however*, that the Company will not be obligated under thisSection 3(a) to make any payment in connection with any claim against the Indemnitee:     (i) to the extent of any fine or similar governmental imposition which the Company isprohibited by applicable law from paying and which results from a final, nonappealableorder; or     (ii) to the extent based upon or attributable to the Indemnitee gaining in fact apersonal profit to which he or she was not legally entitled, including without limitationprofits made from the purchase and sale of equity securities of the Company which arerecoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), and profits arising from transactions in securities whichwere effected in violation of Section 10(b) or Section14(e) of the Exchange Act, includingRule 10b-5 or Rule 14e-3 promulgated thereunder; or     (iii) to the extent such claim is the result of the Indemnitees’s willful orintentional misconduct.The determination of whether the Indemnitee is entitled to indemnification under this Section 3(a)shall be made in accordance with Section 4(b).     (b) Any and all costs, charges and expenses, including without limitation attorneys’ andothers’ fees, actually and reasonably incurred by the Indemnitee in connection with any claim forwhich the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid bythe Company as incurred and in advance of the final disposition thereof in accordance with theprocedure set forth in Section 4(e).     **4. ****Certain Procedures Relating to Indemnification and Advancement of Expenses**.(a)Except as otherwise permitted or required by the LBCL, for purposes of pursuing his or herrights to indemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as thecase may be, the Indemnitee shall submit to the Company (to the attention of the Secretary) astatement of request for indemnification substantially in the form of Exhibit 1 attached hereto(the “Indemnification Statement”) stating that he or she believes that he or she is entitled toindemnification pursuant to this Agreement, together with such documents supporting the request asare reasonably available to the Indemnitee and are reasonably necessary to determine whether and towhat extent the Indemnitee is entitled to indemnification hereunder (the “SupportingDocumentation”). Upon receipt of any Indemnification
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Statement the Company will promptly advise the Board of Directors of the Company (the “Board”)in writing that the Indemnitee has requested indemnification.     (b) The Indemnitee’s entitlement to indemnification under Section 2(a), Section 2(b), Section2(c) or Section 3(a), as the case may be, will be determined promptly following a claim by theIndemnitee for indemnification thereunder, and in any event not more than 30 calendar days afterreceipt by the Company of such Indemnification Statement and Supporting Documentation. TheIndemnitee’s entitlement to indemnification under 2(a) or Section2(b) will, subject to the nextsentence, be made in one of the following ways: (i) by the Board by a majority vote of a quorumconsisting of directors who are or were not parties to such Proceeding or claim (“DisinterestedDirectors”), or (ii) by written opinion of independent legal counsel selected by a majority of theDisinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof isnot obtainable, by a majority of the entire Board) and to which the Indemnitee does not reasonablyobject, if a quorum of the Board consisting of Disinterested Directors is not obtainable and theBoard so directs or, even if obtainable, the quorum of Disinterested Directors so directs, or (iii)by the stockholders of the Company (but only if a majority of Disinterested Directors, if theyconstitute a quorum of the Board, presents the issue of entitlement to indemnification to thestockholders of the Company for their determination), or (iv) as deemed to have been determined inaccordance with Section 4(c). The Indemnitee’s entitlement to indemnification under Section 2(c),Section 3(a) or, in the event of a Change of Control (as hereinafter defined), under Section 2(a)or Section 2(b) will be determined by written opinion of independent legal counsel selected by theIndemnitee. Independent legal counsel selected as described above will be a law firm or member ofa law firm (x) that neither at the time in question nor in the five years immediately precedingsuch time has been retained to represent (A) the Company (or any of its affiliates) or theIndemnitee in any matter material to either such party or (B) any other party to the Proceeding orclaim giving rise to a claim for indemnification under this Agreement, (y) that, under theapplicable standards of professional conduct then prevailing under the law of the State ofLouisiana, would not be precluded from representing either the Company or the Indemnitee in anaction to determine the Indemnitee’s rights under this Agreement and (z) to which the Indemnitee orthe Company, acting therein through a majority of the Disinterested Directors or, if there are noDisinterested Directors, by a majority of the entire Board, does not reasonably object. If theCompany or the Indemnitee reasonably objects to such independent legal counsel the Company, actingtherein as hereinbefore provided, or the Indemnitee shall select another independent legal counselsubject to similar reasonable objection until there is no further such objection to suchindependent legal counsel. The Company will pay the fees and expenses of such independent legalcounsel.     (c) Submission of an Indemnification Statement and Supporting Documentation to the Companypursuant to Section 4(b) will create a presumption that the Indemnitee is entitled toindemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be,and thereafter the Company will have the burden of proof to overcome that presumption in reaching acontrary determination. In any event, the Indemnitee will be deemed to be entitled toindemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a) herein unless,within the 30-calendar day period following receipt by the Company of such IndemnificationStatement and Supporting Documentation, the person or persons empowered under Section 4 (b) todetermine the Indemnitee’s entitlement to indemnification have been appointed and have made adetermination, based upon clear and convincing evidence (sufficient to rebut the foregoingpresumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee hasreceived notice within such period in writing of such determination. The foregoing notice shall(i) disclose with particularity the evidence in support of such determination and (ii) be sworn toby all persons who participated in the determination and voted to deny indemnification or, if suchdetermination was made by independent legal counsel, include a signed copy of the related writtenopinion of such counsel. The provisions of this Section 4(c) are intended to be procedural only;any determination pursuant to this Section 4(c) that the Indemnitee is not entitled to
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indemnification and any related failure to make the payments requested in the IndemnificationStatement will be subject to review as provided in Section6.     (d) If a determination is made or deemed to have been made pursuant to this Section 4 that theIndemnitee is entitled to indemnification, the Company will pay to the Indemnitee the amounts towhich the Indemnitee is entitled within five business days after such determination of entitlementto indemnification has been made or deemed to have been made.     (e) In order to obtain advancement of expenses pursuant to Section 2(e), the Indemnitee willsubmit to the Company a written undertaking substantially in the form of Exhibit 2 attached hereto,executed personally or on his or her behalf (the “Undertaking”), stating that (i) he or she hasincurred or will incur actual expenses in defending a Proceeding and (ii) if and to the extentrequired by law at the time of such advance, he or she undertakes to repay such amounts advanced asto which it may ultimately be determined that the Indemnitee is not entitled. In order to obtainadvancement of expenses pursuant to Section 3(b), the Indemnitee may submit an Undertaking or, ifthe Indemnitee chooses not to submit an Undertaking, shall submit such other form of request as heor she determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking orExpense Request, as the case may be, the Company will within 5 calendar days make payment of thecosts, charges and expenses stated in the Undertaking or Expense Request. No security will berequired in connection with any Undertaking or Expense Request and any Undertaking or ExpenseRequest will be accepted, and all such payments shall be made, without reference to theIndemnitee’s ability to make repayment.     **5. ****Duplication of Payments**. The Company will not be liable under this Agreement tomake any payment in connection with any claim made against the Indemnitee to the extent theIndemnitee has actually received payment (under any insurance policy, the Articles, the By-Laws,the LBCL or otherwise) of the amount otherwise payable hereunder.     **6. ****Enforcement**. (a) If a claim for indemnification or advancement of expenses made tothe Company pursuant to Section 4 is not timely paid in full by the Company as required by Section4, the Indemnitee will be entitled to seek judicial enforcement of the Company’s obligations tomake such payments. If a determination is made pursuant to Section 4 that the Indemnitee is notentitled to indemnification or advancement of expenses hereunder, (i) the Indemnitee may at anytime thereafter seek an adjudication of his or her entitlement to such indemnification oradvancement either, at the Indemnitee’s sole option, in (A) an appropriate court of the State ofLouisiana or any other court of competent jurisdiction or (B) an arbitration to be conducted by asingle arbitrator pursuant to the rules of the American Arbitration Association, (ii) any suchjudicial proceeding or arbitration will be *de novo*and the Indemnitee will not be prejudiced byreason of such prior adverse determination, and (iii) in any such judicial proceeding orarbitration the Company will have the burden of proving that the Indemnitee is not entitled toindemnification or advancement of expenses under this Agreement.     (b) The Company will be precluded from asserting in any judicial proceeding or arbitrationcommenced pursuant to the provisions of Section 6(a) that the procedures and presumptions of thisAgreement are not valid, binding and enforceable and will stipulate in any such court or before anysuch arbitrator that the Company is bound by all the provisions of this Agreement.     (c) In any action brought under Section 6(a), it will be a defense to a claim forindemnification pursuant to Section 2(a) or Section 2(b) (but not an action brought to enforce aclaim for costs, charges and expenses incurred in defending any Proceeding in advance of its finaldisposition where the Undertaking, if any is required, has been tendered to the Company) that theIndemnitee has not met the standards of conduct which make it permissible under the LBCL for theCompany to indemnify the Indemnitee for the amount claimed, but the burden of proving such defensewill be on the Company.
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Neither the failure of the Company (including any person or persons empowered under Section4(b) to determine the Indemnitee’s entitlement to indemnification) to have made a determination asto the propriety of indemnification of the Indemnitee hereunder prior to commencement of suchaction nor an actual determination by the Company (including any person or persons empowered underSection 4(b) to determine the Indemnitee’s entitlement to indemnification) that the Indemnitee hasnot met the applicable standard of conduct hereunder will be a defense to the action or create apresumption that the Indemnitee has not met the applicable standard of conduct.     (d) It is the intent of the Company that the Indemnitee shall not be required to incur theexpenses associated with the enforcement of his or her rights under this Agreement by litigation orother legal action because the cost and expense thereof would substantially detract from thebenefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear tothe Indemnitee that the Company has failed to comply with any of its obligations under thisAgreement, or if the Company or any other person takes any action to declare this Agreement void orunenforceable or institutes any action, suit or proceeding designed (or having the effect of beingdesigned) to deny, or to recover from, the Indemnitee the benefits intended to be provided to theIndemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retaincounsel of his or her choice, at the expense of the Company as hereafter provided, to represent theIndemnitee in connection with the initiation or defense of any litigation or other legal action,whether by or against the Company or any director, officer, stockholder or other person affiliatedwith the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-clientrelationship between the Company and such counsel, the Company irrevocably consents to theIndemnitee’s entering into an attorney-client relationship with such counsel, and in thatconnection the Company and the Indemnitee acknowledge that a confidential relationship will existbetween the Indemnitee and such counsel. Regardless of the outcome thereof, the Company will payand be solely responsible for any and all costs, charges and expenses, including without limitationattorneys’ and others’ fees, incurred by the Indemnitee (i) as a result of the Company’s failure toperform this Agreement or any provision hereof or (ii) as a result of the Company or any personcontesting the validity or enforceability of this Agreement or any provision hereof as aforesaid.     **7. ****Liability Insurance and Funding**. If the Company obtains D&O Insurance, the Companywill use its best efforts, subject to commercial reasonability, to maintain such insurance in forceat the Company’s sole expense. To the extent that the Company obtains or maintains D&O Insurance,the Indemnitee will be covered by such policy or policies, in accordance with its or their terms,to the maximum extent of the coverage available for a director or officer of the Company or aperson serving at the request of the Company in an Authorized Capacity of or for Another Entity, asthe case may be. The Company may, but shall not be required to, create a trust fund, grant asecurity interest or use other means (including without limitation a letter of credit) to ensurethe payment of such amounts as may be necessary to satisfy its obligations to indemnify and advanceexpenses pursuant to this Agreement.     **8. ****Fundamental Change or Change of Control**. (a) If the Company sells or otherwisedisposes of all or substantially all of its assets or is a constituent corporation in aconsolidation, merger or other business combination transaction or if there is a Change of Control(as defined below) of the Company, (i) the Company will require (if it is not the surviving,resulting or acquiring corporation therein) the surviving, resulting or acquiring corporationexpressly to assume the Company’s obligations under this Agreement and to agree to indemnify theIndemnitee to the full extent provided herein and (ii), whether or not the Company is theresulting, surviving or acquiring corporation in any such transaction (or Change of Control), theIndemnitee will also stand in the same position under this Agreement with respect to the resulting,surviving or acquiring corporation as he or she would have with respect to the Company if thetransaction (or Change of Control) had not occurred.
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     (b) The Company agrees that, if there is a Change of Control of the Company (other than aChange of Control which has been approved by a majority of the Company’s Board who were directorsimmediately prior to such Change of Control), then with respect to all matters thereafter arisingconcerning the rights of the Indemnitee to indemnity payments and advancement of expenses underthis Agreement or any other agreement or Articles or Bylaw provision now or hereafter in effect,the Company shall seek legal advice only from independent legal counsel selected as provided inSection4(b). Such counsel, among other things, shall render its written opinion to the Company andIndemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnifiedunder applicable law. The Company agrees to pay the reasonable fees of such independent legalcounsel and to indemnify such counsel fully against any and all expenses (including attorneys’fees), claims, liabilities and damages arising out of or relating to this Agreement or itsengagement pursuant hereto.     (c) For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if(i) any “person” (as such term is used in Sections13(d) and 14(d) of the Exchange Act) togetherwith its affiliates, other than William J. Doré, together with his affiliates, or a trustee orother fiduciary holding securities under an employee benefit plan of the Company or a corporationowned directly or indirectly by the stockholders of the Company in substantially the sameproportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (asdefined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of the Companyrepresenting 20% or more of the total voting power represented by the Company’s then outstandingVoting Securities, or (ii) the individuals who constitute the Board on the date of this Agreement(the “Incumbent Board”) cease for any reason to constitute at least a majority thereof (providedthat any person who becomes a director subsequent to the date of this Agreement whose election ornomination for election by the Company’s stockholders was approved by a vote of at least 80% of thedirectors comprising the Incumbent Board shall be considered as though such person were a member ofthe Incumbent Board, (iii) or the stockholders of the Company approve a merger or consolidation ofthe Company with any other corporation, other than a merger or consolidation which would result inthe Voting Securities of the Company outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into Voting Securities of the survivingentity) at least 80% of the total voting power represented by the Voting Securities of the Companyor such surviving entity outstanding immediately after such merger or consolidation, or (iv) thestockholders of the Company approve a plan of complete liquidation of the Company or (v) anagreement for the sale or disposition by the Company of (in one transaction or a series oftransactions) all or substantially all the Company’s assets.     **9. ****Partial Indemnity**. If the Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of the costs, charges, expenses,judgments, fines and amounts paid in settlement of a Proceeding but not, however, for the totalamount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof towhich the Indemnitee is entitled.     **10. ****Nonexclusivity and Severability**. (a) The right to indemnification and advancementof expenses provided by this Agreement is not exclusive of any other right to which the Indemniteemay be entitled under the Articles, the By-Laws, the LBCL, any other statute, insurance policy,agreement, vote of stockholders or of directors or otherwise, both as to actions in his or herofficial capacity and as to actions in another capacity while holding such office, and willcontinue after the Indemnitee has ceased to serve as a director or officer of the Company or in anAuthorized Capacity in or for Another Entity and will inure to the benefit of his or her heirs,executors and administrators; *provided, however,*that to the extent the Indemnitee otherwise wouldhave any greater right to indemnification or advancement of expenses under any provision of theArticles or By-Laws as in effect on the date hereof, the Indemnitee will be deemed to have suchgreater right pursuant to this Agreement; and, *provided further,*that inasmuch as it is theintention of the Company to provide the Indemnitee with the broadest and most
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favorable (to the Indemnitee) indemnity permitted by applicable law (whether by legislativeaction or judicial decision), to the extent that the LBCL currently permits or in the futurepermits (whether by legislative action or judicial decision) any greater right to indemnificationor advancement of expenses than that provided under this Agreement as of the date hereof, theIndemnitee will automatically, without the necessity of any further action by the Company or theIndemnitee, be deemed to have such greater right pursuant to this Agreement. Similarly, theIndemnitee shall have the benefit of any future changes to the Articles or the By-Laws which grantor permit any greater right to indemnification or advancement of expenses.     (b) The Company will not adopt any amendment to the Articles or By-Laws the effect of whichwould be to deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to theArticles of Incorporation of the Company, By-Laws, the LBCL or any other applicable law as appliedto any act or failure to act occurring in whole or in part prior to the date upon which any suchamendment was approved by the Board or the stockholders, as the case may be. Notwithstanding theforegoing, in the event that the Company adopts any amendment to the Articles or By-Laws thepurported effect of which is to so deny, diminish or encumber the Indemnitee’s rights to suchindemnity, such amendment will apply only to acts or failures to act occurring entirely after theeffective date thereof.     (c) If any provision or provisions of this Agreement are held to be invalid, illegal orunenforceable for any reason whatsoever: (i) the validity, legality and enforceability of theremaining provisions of this Agreement (including without limitation all portions of any paragraphof this Agreement containing any such provision held to be invalid, illegal or unenforceable, thatare not themselves invalid, illegal or unenforceable) will not in any way be affected or impairedthereby and (ii) to the fullest extent possible, the provisions of this Agreement (includingwithout limitation all portions of any paragraph of this Agreement containing any such provisionheld to be invalid, illegal or unenforceable, that are not themselves invalid, illegal orunenforceable) will be construed so as to give effect to the intent manifested by the provisionheld invalid, illegal or unenforceable. No claim or right to indemnity or advancement of expensespursuant to Section 3 hereof shall in any way affect or limit any right which the Indemnitee mayhave under Section 2 hereof, the Articles, the By-Laws, the LBCL, any policy of insurance orotherwise.     **11. ****Governing Law**. This Agreement will be governed by and construed in accordancewith the laws of the State of Louisiana, without giving effect to the principles of conflict oflaws thereof.     **12. ****Modification; Survival**. This Agreement contains the entire agreement of theparties relating to the subject matter hereof; *provided, however,*that this provision shall not beconstrued to affect the Company’s obligations to the Indemnitee under the Articles or the By-Laws.This Agreement may be modified only by an instrument in writing signed by both parties hereto. Theprovisions of this Agreement will survive the death, disability, or incapacity of the Indemnitee orthe termination of the Indemnitee’s service as a director or an officer of the Company or in anAuthorized Capacity of or for Another Entity and will inure to the benefit of the Indemnitee’sheirs, executors and administrators.     **13. ****Certain Terms**. For purposes of this Agreement, references to a person’s capacityas a “director” shall include without limitation such person’s capacity as a member of anycommittee appointed by the board of which such person is a director; references to “Another Entity”will include employee benefit plans; references to “fines” will include any excise taxes assessedon the Indemnitee with respect to any employee benefit plan; and references to “serving at therequest of the Company” will include any service in any capacity which imposes duties on, orinvolves services by, the Indemnitee with respect to an employee benefit plan, its participants orbeneficiaries; references to Sections or Exhibits are to Sections or Exhibits of or to thisAgreement; references to the singular will include the plural and vice versa; and if the Indemniteeacted in good faith and in a manner he or she reasonably believed to be in the
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interest of the participants and beneficiaries of an employee benefit plan he or she will bedeemed to have acted in a “manner not opposed to the best interests of the Company” as referred toherein; references to “Voting Securities” shall mean any securities of the Company which votegenerally in the election of directors.     **14. ****Joint Defense**. Notwithstanding anything to the contrary contained herein, if (a)the Indemnitee elects to retain counsel in connection with any Proceeding or claim in respect ofwhich indemnification may be sought by the Indemnitee against the Company pursuant to thisAgreement and (b) any other director or officer of the Company or person serving at the request ofthe Company in an Authorized Capacity of or for Another Entity may also be subject to liabilityarising out of such Proceeding or claim and in connection with such Proceeding or claim seeksindemnification against the Company pursuant to an agreement similar to this Agreement, theIndemnitee, together with such other persons, will employ counsel to represent jointly theIndemnitee and such other persons unless the Indemnitee determines that such joint representationwould be precluded under the applicable standards of professional conduct then prevailing under thelaw of the State of Louisiana, in which case the Indemnitee will notify the Company (to theattention of the Secretary) thereof and will be entitled to be represented by separate counsel.     **15. ****Express Negligence Acknowledgment****. Without limiting or enlarging the scope of theindemnification obligations set forth in this Agreement, the Indemnitee will be entitled toindemnification hereunder in accordance with the terms hereof, regardless of whether the claimgiving rise to such indemnification obligation is the result of the sole, concurrent or comparativenegligence, or strict liability, of the Indemnitee.**     **IN WITNESS WHEREOF**, the parties hereto have duly executed this Agreement as of the date firstabove written.      **GLOBAL INDUSTRIES, LTD.**