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necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessaryfor the Company to contractually indemnify certain representatives and the representatives ofits Subsidiaries and Affiliates, and to assume for itself maximum liability for Expenses andOther Liabilities in connection with claims against such representatives in connection withtheir service to the Company and its Subsidiaries and Affiliates, and have further concludedthat the failure to provide such contractual indemnification could result in great harm to theCompany and its Subsidiaries and Affiliates and the Company’s stockholders;          F. Section 145 of the Delaware General Corporation Law, under which the Company isorganized (“Section 145”), empowers the Company to indemnify by agreement its officers,directors, employees and agents, and persons who serve, at the request of the Company, asdirectors, officers, employees or agents of other corporations, partnerships, joint ventures,trusts or other enterprises, and expressly provides that the indemnification provided by Section145 is not exclusive;          G. The Company has determined that the liability insurance coverage available to theCompany and its Subsidiaries and Affiliates for their representatives as of the date hereof isinadequate and/or unreasonably expensive. The Company believes, therefore, that the interestsof the Company’s stockholders would best be served by indemnification by the Company of selectedrepresentatives of the Company and its Subsidiaries and Affiliates;          H. The Company desires and has requested the Indemnitee to serve or continue to serve as arepresentative of the Company and/or the Subsidiaries or Affiliates of the Company free fromundue concern about inappropriate claims for damages arising out of or related to such servicesto the Company and/or the Subsidiaries or Affiliates of the Company;          I. The Bylaws of the Company require the Company to indemnify those representatives of theCompany who are officers or directors of the Company and permit the Company to indemnify otherrepresentatives of the Company and its Subsidiaries and Affiliates in accordance with thegoverning laws and the Indemnitee has been serving and continues to serve as a representative ofthe Company and/or its Subsidiaries and/or Affiliates in part in reliance on such Bylaws;          J. The Indemnitee is willing to serve, or will to continue to serve, the Company and/or theSubsidiaries and Affiliates of the Company, provided that Indemnitee is furnished the indemnityprovided for herein; and          K. In recognition of Indemnitee’s need for substantial protection against personalliability in order to support and encourage Indemnitee’s continued service to the Company and/orits Subsidiaries and Affiliates in an effective manner, the difficulty in obtaining satisfactorydirector and officer liability insurance coverage, and Indemnitee’s reliance on the Company’sBylaws and applicable law, and in part, to provide Indemnitee with specific contractualassurance that the protection promised or permitted by such Bylaws will be available toIndemnitee (regardless of, among other things, any amendment to or revocation of such Bylaws orany change in the composition of the Board or acquisition
2

 
transaction relating to the Company), the Company wishes to provide in this Agreement for theindemnification of and the advancement of Expenses to Indemnitee to the fullest extent (whetherpartial or complete) permitted by law and as set forth in this Agreement, and, to the extentinsurance is maintained, for the continued coverage of Indemnitee under the directors’ andofficers’ liability insurance policies of the Company and its Subsidiaries and Affiliates.AGREEMENT          NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:     1. Definitions.          (a) Affiliate. For purposes of this Agreement, “Affiliate” of the Company means anycorporation, partnership, joint venture, trust or other enterprise in respect of which theIndemnitee is or was or will be serving as a director, officer, advisory director, trustee,manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governingbody (whether constituted as a board of directors, board of managers, general partner orotherwise), fiduciary, or in any other similar capacity at the direct or indirect request of theCompany, and including, but not limited to, any employee benefit plan of the Company or aSubsidiary or Affiliate of the Company.          (b) Expenses. For purposes of this Agreement, “Expenses” means all direct andindirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ feesand related disbursements, and other out-of-pocket costs, including, without limitation, experts’fees, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well astelecommunications, postage and courier charges) paid or incurred by the Indemnitee in connectionwith the inquiry, investigation, defense or appeal of a Proceeding (as defined below),establishing, defending or enforcing a right to indemnification under this Agreement, Section 145or otherwise or being a witness in or participating in (including on appeal) any Proceeding, orpreparing for the inquiry, defense or appeal of a Proceeding or for being a witness in orparticipating in (including on appeal) any Proceeding; provided, however, that Expenses shall notinclude any judgments, fines, ERISA (or other employee benefit plan related) excise taxes orpenalties or amounts paid in settlement of a Proceeding.          (c) Indemnifiable Event. For purposes of this Agreement, “Indemnifiable Event” meansany event or occurrence related to Indemnitee’s service for the Company or its Subsidiaries and/orAffiliates as an Indemnifiable Person (as defined below), or by reason of anything done or notdone, or any act or omission, by Indemnitee in any such capacity.          (d) Indemnifiable Person. For the purposes of this Agreement, “Indemnifiable Person”means any person who is or was a director, officer, employee, attorney, advisory director, trustee,manager, member, partner, consultant, member of an entity’s governing body (whether constituted asa board of directors, board of managers, general partner or otherwise) or other agent or fiduciaryof the Company or a Subsidiary or Affiliate of the Company; or is or was serving at the request ofthe Company, or for the convenience of, or to represent the interest of the Company or a Subsidiaryor Affiliate of the Company as a director, officer, employee,
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attorney, advisory director, trustee, manager, member, partner, consultant, member of an entity’sgoverning body (whether constituted as a board of directors, board of managers, general partner orotherwise) or other agent or fiduciary of another foreign or domestic corporation, partnership,limited liability company, joint venture, trust, employee benefit plan or other enterprise orentity; or was a director, officer, employee, attorney, advisory director, trustee, manager,member, partner, consultant, member of an entity’s governing body (whether constituted as a boardof directors, board of managers, general partner or otherwise) or other agent or fiduciary of aforeign or domestic corporation or other enterprise which was a predecessor of the Company or aSubsidiary of the Company, or was a director, officer, employee, attorney, advisory director,trustee, manager, member, partner, consultant, member of an entity’s governing body (whetherconstituted as a board of directors, board of managers, general partner or otherwise) or otheragent or fiduciary of another corporation, partnership, limited liability company, joint venture,trust, employee benefit plan or other enterprise or entity at the request of, for the convenienceof, or to represent the interests of such predecessor.          (e) Other Liabilities. For purposes of this Agreement, “Other Liabilities” means anyand all liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA(or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and allinterest, taxes, assessments and other charges paid or payable in connection with or in respect ofany Expenses or any such judgments, fines, ERISA (or other benefit plan related) excise taxes orpenalties, or amounts paid in settlement).          (f) Proceeding. For the purposes of this Agreement, “Proceeding” means anythreatened, pending, or completed action, suit or other proceeding, whether civil, criminal oradministrative and including any appeal thereof, or any inquiry or investigation, whetherinstituted by the Company or any governmental agency or any other party, that Indemnitee in goodfaith believes might lead to the institution of any such action, suit or other proceeding, whethercivil, criminal, administrative, investigative or any other type whatsoever, including anyarbitration or other alternative dispute resolution mechanism.          (g) Subsidiary. For purposes of this Agreement, “Subsidiary” means any corporationcontrolled directly by the Company, or indirectly by the Company through one or moreintermediaries.     2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve theCompany as an Indemnifiable Person in the capacity or capacities in which Indemnitee currentlyserves the Company as an Indemnifiable Person, and any additional capacity in which Indemnitee mayagree to serve, until such time as Indemnitee’s service in a particular capacity shall endaccording to the terms of an agreement, the Company’s Certificate of Incorporation or Bylaws,governing law, or otherwise. Nothing contained in this Agreement is intended to create any rightto continued employment or other form of service for the Company or a Subsidiary or Affiliate ofthe Company by Indemnitee.     3. Mandatory Indemnification. In the event Indemnitee was, is or becomes a party toor witness or other participant in, or is threatened to be made a party to or witness or otherparticipant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, theCompany shall hold harmless and indemnify the Indemnitee to the fullest extent not prohibited
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by the provisions of the Company’s Bylaws and the Delaware General Corporation Law (“GCL”), asthe same may be amended from time to time (but only to the extent that such amendment permits theCompany to provide broader indemnification rights than the Bylaws or the GCL permitted prior to theadoption of such amendment). In addition to and not in limitation of the indemnification otherwiseprovided for herein, and subject only to the exclusions set forth in Section 10 below, the Companyhereby further agrees to hold harmless and indemnify Indemnitee as follows:          (a) Third Party Actions. If the Indemnitee is a person who was or is a party or isthreatened to be made a party to any Proceeding (other than an action by or in the right of theCompany, which actions are addressed in Section 3(b) below) by reason of the fact that he or she isor was serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person,or by reason of anything done or not done by Indemnitee in any such capacity as an IndemnifiablePerson, or by reason of an Indemnifiable Event, against any and all Expenses and Other Liabilitiesincurred by Indemnitee in connection with (including in preparation for) the inquiry,investigation, defense, settlement or appeal of such Proceeding if Indemnitee acted in good faithand in a manner he or she reasonably believed to be in or not opposed to the best interests of theCompany, and, with respect to any criminal action or Proceeding, had no reasonable cause to believehis or her conduct was unlawful; and          (b) Derivative Actions. If the Indemnitee is a person who was or is a party or isthreatened to be made a party to any Proceeding by or in the right of the Company to procure ajudgment in its favor by reason of the fact that he or she is or was serving the Company or aSubsidiary or Affiliate of the Company as an Indemnifiable Person, or by reason of anything done ornot done by Indemnitee in any such capacity as an Indemnifiable Person, or by reason of anIndemnifiable Event, against any and all Expenses and Other Liabilities incurred by Indemnitee inconnection with the inquiry, investigation, defense, settlement, or appeal of such Proceeding ifIndemnitee acted in good faith and in a manner he or she reasonably believed to be in or notopposed to the best interests of the Company; except that no indemnification under this subsectionshall be made in respect of any claim, issue or matter as to which such person shall have beenfinally adjudged to be liable to the Company, unless and only to the extent that the Court ofChancery of the State of Delaware (“Court of Chancery”) or the court in which such Proceeding wasbrought shall determine upon application that, despite the adjudication of liability but in view ofall the circumstances of the case, such person is fairly and reasonably entitled to indemnity forsuch amounts which the Court of Chancery or such other court shall deem proper.          (c) Determination of “Good Faith”. For purposes of any determination of “good faith”hereunder, Indemnitee shall be deemed to have acted in good faith if in taking such actionIndemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate ofthe Company, including financial statements, or on information, opinions, reports or statementsprovided to Indemnitee by the officers or other employees of the Company or a Subsidiary orAffiliate of the Company in the course of their duties, or on the advice of legal counsel for theCompany or a Subsidiary or Affiliate of the Company, or on information or records given or reportsmade to the Company or a Subsidiary or Affiliate of the Company by an independent certified publicaccountant or by an appraiser or other expert selected by the Company or a Subsidiary or Affiliateof the Company, or by any other person (including legal
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counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes arewithin such other person’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Company. In connection with any determination as to whetherIndemnitee is entitled to be indemnified hereunder, the Reviewing Party (as defined below) or courtshall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitledto indemnification, and the burden of proof shall be on the Company to establish, by clear andconvincing evidence, that Indemnitee is not so entitled. The provisions of this Section 3(c) shallnot be deemed to be exclusive or to limit in any way the other circumstances in which theIndemnitee may be deemed to have met the applicable standard of conduct set forth in thisAgreement. In addition, the knowledge and/or actions, or failures to act, of any other personserving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person shallnot be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.     4. Partial Indemnification. If the Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of any Expenses or OtherLiabilities incurred by Indemnitee (a) in connection with (including in preparation for) theinquiry, investigation, defense, settlement or appeal of a Proceeding, (b) as or in preparation tobe a witness or participant in a Proceeding, or (c) otherwise, but not entitled, however, toindemnification for the total amount of such Expenses or Other Liabilities, the Company shallnevertheless indemnify the Indemnitee for such total amount except as to the portion thereof towhich the Indemnitee is not entitled as determined pursuant to the standard set forth in Section 3above. For avoidance of doubt, if Indemnitee is not wholly successful in such Proceeding but issuccessful, on the merits or otherwise, as to one or more but less than all claims, issues ormatters in such Proceeding, the Company shall indemnify Indemnitee in connection with eachsuccessfully resolved claim, issue or matter. Indemnitee’s satisfaction of the applicable standardof conduct described in Section 3 above with respect to a particular claim, issue or matter shallbe considered a successful resolution as to such claim, issue or matter. Furthermore, for purposesof this Agreement and without limitation, the termination of any claim, issue or matter bydismissal with or without prejudice shall be deemed to be a successful resolution as to such claim,issue or matter. In any review or Proceeding to determine the extent of indemnification, theCompany shall bear the burden to establish, by clear and convincing evidence, the lack of asuccessful resolution of a particular claim, issue or matter and which amounts sought in indemnityare allocable to claims, issues or matters which were not successfully resolved.     5. Liability Insurance. So long as Indemnitee shall continue to serve the Company ora Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long asIndemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding asa result of an Indemnifiable Event, the Company shall use its commercially reasonable efforts tomaintain in full force and effect for the benefit of Indemnitee as an insured (i) liabilityinsurance issued by one or more reputable insurers and having the policy amount and deductibledeemed appropriate by the Board and providing in all respects coverage at least comparable to andin the same amount as that then being provided to the Chairman of the Board or the Chief ExecutiveOfficer of the Company and (ii) any replacement or substitute policies issued by one or morereputable insurers providing in all respects coverage at least comparable to and in the same amountas that currently provided under such existing policy and providing in all respects coverage atleast comparable to and in the same amount as that then being provided to
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the Chairman of the Board or the Chief Executive Officer of the Company (collectively, “D&OInsurance”). The Company may make other financial arrangements in order to satisfy any obligationsthat it may incur under this Agreement, including but not limited to establishing one or more trustfunds, letters of credit, or surety bonds on behalf of the Indemnitee against any and allliability, whether asserted against him or her in his or her capacity as an Indemnifiable Person orarising out of such capacity, whether or not the Company would have the power to indemnify him orher against such liability under the provisions of this Agreement or under the GCL as it may thenbe in effect, or otherwise. The purchase, establishment and maintenance of any such insurance orother arrangements shall not in any way limit or affect the rights and obligations of the Companyor of the Indemnitee under this Agreement except as expressly provided herein, and the executionand delivery of this Agreement by the Company and the Indemnitee shall not in any way limit oraffect the rights and obligations of the Company or the other party or parties thereto under anysuch insurance or other arrangement.     6. Mandatory Advancement of Expenses. Subject to Section 10 below, the Company shalladvance prior to the final disposition of the Proceeding all Expenses incurred by the Indemnitee inconnection with (including in preparation for) a Proceeding related to an Indemnifiable Event.Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, itshall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Companyunder the provisions of this Agreement, the Company’s Bylaws or the GCL. The advances to be madehereunder shall be paid by the Company to the Indemnitee or directly to a third party designated byIndemnitee within ten (10) days following delivery of a written request therefor by the Indemniteeto the Company. In addition, for avoidance of doubt, the Company agrees to pay promptly, whetherby way of reimbursement to Indemnitee or direct payment to a third party designated by Indemnitee,all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with (including inpreparation for) any Proceeding to which Indemnitee is a witness or other participant by reason ofthe fact that Indemnitee is or was serving the Company or a Subsidiary or Affiliate of the Companyas an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absoluteand shall not be subject to any prior determination by any Reviewing Party that the Indemnitee hassatisfied any applicable standard of conduct for indemnification. Indemnitee’s undertaking torepay any Expenses advanced to the Indemnitee hereunder shall not be subject to the accrual orpayment of any interest thereon. Indemnitee’s undertaking to repay any Expenses advanced to theIndemnitee hereunder shall also be unsecured, unless the Company reasonably determines (1) thatthere is a substantial risk supported by evidence that Indemnitee may not repay such advancedamounts in the event that it shall ultimately be determined that Indemnitee is not entitled to beindemnified by the Company and (2) that the Company will not be reasonably able to obtain andenforce a court judgment for repayment in the United States of America, in which case the Companyshall obtain reasonable security from Indemnitee, whether in the form of secured collateral, thefunding of an escrow account, Indemnitee’s posting of a letter of credit, or otherwise, prior toany advancement of Expenses hereunder. Indemnitee shall select the form of security to be providedto the Company, but the selected form must be consented to in writing by the Company, which writtenconsent may not be unreasonably withheld.     7. Enforcement. Any right to indemnification, advancement of Expenses or the exerciseof other rights granted by this Agreement to Indemnitee shall be enforceable by or on behalf ofIndemnitee in any court of competent jurisdiction if (i) the claim for indemnification or
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advancement of Expenses is denied, in whole or in part, or Indemnitee’s exercise of his or herrights is disputed, in whole or in part, or (ii) no decision on such claim is made within theapplicable time period set forth herein. Indemnitee, in such enforcement action, shall also beentitled to be paid all Expenses associated with enforcing his or her claim or exercise of rights,unless as a part of such enforcement action, the court of competent jurisdiction determines thatthe action was instituted in bad faith or was frivolous or it shall ultimately be determined thatthe Indemnitee is not entitled to be indemnified by the Company under the provisions of thisAgreement, the Company’s Bylaws or the GCL with respect to the underlying claim or claims. Itshall be a defense to any action for which a claim for indemnification is made under Section 3hereof (other than an action brought to enforce a claim for Expenses made under Section 6 hereof,provided that the required undertaking has been tendered to the Company) that Indemnitee is notentitled to indemnification because of the limitations set forth in Section 10 hereof. Neither thefailure of the Company (including the Board or its stockholders) to have made a determination priorto the commencement of such enforcement action that indemnification of Indemnitee is proper underthe circumstances, nor an actual determination by the Company (including the Board, itsstockholders, or otherwise under Section 9(d)) that such indemnification is improper shall be adefense to the action or create a presumption that Indemnitee is not entitled to indemnificationunder this Agreement or otherwise. In addition, in the event of an action instituted by or in thename of the Company or a Subsidiary or Affiliate of the Company to enforce or interpret the termsof this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee indefense of such action (including with respect to Indemnitee’s counterclaims and cross-claims madein such action and including any appeal), unless as a part of such action, the court of competentjurisdiction determines that Indemnitee’s defenses to such action were made in bad faith or werefrivolous or it shall ultimately be determined that the Indemnitee is not entitled to beindemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the GCLwith respect to the underlying claims or claims. The Board, may in its sole discretion, provide byresolution for payment of such Expenses to Indemnitee even if the Board is not certain thatIndemnitee is or will be entitled to the payment of his or her Expenses under the provisions ofthis Section 7.     8. Notice and Other Indemnification Procedures.          (a) After receipt by the Indemnitee of notice of the commencement of or the threat ofcommencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes thatindemnification or advancement of Expenses with respect thereto may be sought from the Companyunder this Agreement, notify the Company of the commencement or threat of commencement thereof.However, a failure so to notify the Company within a reasonable period of time followingIndemnitee’s receipt of such notice shall not relieve the Company from any liability that it mayhave to the Indemnitee otherwise than under this Agreement, including, without limitation, itsliability under its Certificate of Incorporation, Bylaws, or the GCL.          (b) The Indemnitee shall be entitled to select his or her own counsel to defend him or herwith respect to a Proceeding and such counsel shall be paid directly by the Company in accordancewith the provisions of Section 6. In the event that there is more than one defendant in aparticular Proceeding and the Company assumes control of the defense of such Proceeding, Indemniteeagrees to cooperate with the Company in the selection of primary counsel. With respect to any suchProceeding, the Company shall be entitled to participate
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therein at its own expense, and in the event the Company shall be obligated to advance theExpenses for any Proceeding against the Indemnitee, the Company, if appropriate, shall be entitledto assume the defense of such Proceeding, with counsel approved by the Indemnitee, upon thedelivery to the Indemnitee of written notice of its election so to do. After delivery of suchnotice, approval of such counsel by the Indemnitee, and the retention of such counsel by theCompany, the Company will not be liable to the Indemnitee under this Agreement for any fees ofcounsel subsequently incurred by the Indemnitee with respect to the same Proceeding; provided,however, that (i) the Indemnitee shall have the right to employ his or her own counsel in any suchProceeding at the Indemnitee’s expense, and (ii) if (A) the selection of separate counsel by theIndemnitee has been previously authorized by the Company, (B) the Indemnitee shall have notifiedthe Board in writing that Indemnitee has reasonably concluded that there may be a conflict ofinterest between the Company and the Indemnitee in the conduct of any such defense, and the Boardreasonably concurs with Indemnitee’s conclusion, or (C) the Company shall not, in fact, haveemployed counsel to assume the defense of such Proceeding, the Expenses of Indemnitee’s counselshall be paid by the Company.     9. Determination of Right to Indemnification.          (a) Unless Indemnitee is not entitled to indemnification as a result of an exclusion set forthin Section 10 below, the Company shall indemnify the Indemnitee against Expenses and OtherLiabilities paid or incurred by Indemnitee in connection with any Proceeding referred to in Section3 of this Agreement or any other Proceeding arising out of an Indemnifiable Event, including in theevent that Indemnitee has been successful on the merits or otherwise in defense of any Proceedingreferred to in Section 3 above or in the defense of any claim, issue or matter described herein, orconsistent with Section 145(c) of the GCL.          (b) In the event that Section 9(a) is inapplicable, the Company shall also indemnify theIndemnitee if he or she has not failed to meet the applicable standard of conduct forindemnification. In connection with any determination as to whether Indemnitee is entitled to beindemnified hereunder, the burden of proof shall be on the Company to prove by clear and convincingevidence that Indemnitee is not so entitled.          (c) The Company’s obligations to indemnify Indemnitee under this Agreement shall be satisfiedfully no later than thirty (30) days following the receipt by the Company of written notice by oron behalf of Indemnitee that Indemnitee is so entitled.          (d) In the event that the Company fails to satisfy its obligations within the time frame setforth in Section 9(c) above, the Indemnitee, in his or her sole discretion, shall be entitled toselect the forum in which determination of whether or not Indemnitee has met the applicablestandard of conduct and such election will be made from among the following:               (1) Those members of the Board consisting of directors who are not parties to the Proceedingfor which indemnification is being sought, even though less than a quorum;               (2) The stockholders of the Company;
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               (3) Independent legal counsel selected by the Indemnitee and approved by the Board, whichapproval may not be unreasonably withheld, which counsel shall make such determination in a writtenopinion; or               (4) In the event that Indemnitee is neither an officer nor a director of the Company at thetime that Indemnitee is selecting the forum, a panel of three arbitrators, one of whom is selectedby the Company, another of whom is selected by the Indemnitee and the last of whom is selected bythe first two arbitrators so selected.The selected forum shall be referred to herein as the “Reviewing Party”.          (e) As soon as practicable, and in no event later than thirty (30) days after receipt by theCompany of written notice of the Indemnitee’s choice of forum pursuant to Section 9(d) above, theCompany and Indemnitee shall each submit to the Reviewing Party such information as they believe isappropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decisionwithin a reasonable period of time following the receipt of all such information from the Companyand Indemnitee, but in no event later than sixty (60) days following the receipt of all suchinformation. Notwithstanding the foregoing, if additional information is requested by theReviewing Party in order to be able to make a more informed decision, the Reviewing Party shallarrive at its decision within a reasonable period of time following the receipt of such additionalinformation, but in no event later than thirty (30) days following the receipt of such additionalinformation. All Expenses associated with the process set forth in this Section 9(e), includingbut not limited to the Expenses of the Reviewing Party, shall be paid by the Company.          (f) In the event that a determination is not made within the time prescribed in Section 9(e),the requisite determination of entitlement to indemnification shall be deemed to have been made andIndemnitee shall be absolutely entitled to such indemnification, absent (i) misrepresentation byIndemnitee of a material fact in the request for indemnification or (ii) a final judicialdetermination that all or any part of such indemnification is expressly prohibited by law.          (g) Notwithstanding a determination by any Reviewing Party listed in Section 9(d) hereof thatIndemnitee is not entitled to indemnification with respect to a specific Proceeding, the Indemniteeshall have the right to apply to the Court of Chancery, the court in which that Proceeding is orwas pending, or any other court of competent jurisdiction, for the purpose of enforcing theIndemnitee’s right to indemnification pursuant to the Agreement.          (h) To the extent deemed appropriate by the court or the Reviewing Party, interest shall bepaid by the Company at a reasonable interest rate (which shall generally be at the interest ratethat the Company is then paying or would have to pay for unsecured loans) for amounts that theCompany indemnifies or is obliged to indemnify the Indemnitee for the period commencing with thedate on which Indemnitee requested indemnification (or advancement of Expenses) and ending with thedate on which such payment is made to Indemnitee by the Company.          (i) The Company shall indemnify the Indemnitee against all Expenses incurred by the Indemniteein connection with any hearing or Proceeding under this Section 9
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involving the Indemnitee and against all Expenses and Other Liabilities incurred by theIndemnitee in connection with any other Proceeding between the Company and the Indemnitee involvingthe interpretation or enforcement of the rights of the Indemnitee under this Agreement unless acourt of competent jurisdiction finds that each of the material claims and/or defenses of theIndemnitee in any such Proceeding was frivolous or made in bad faith or it shall ultimately bedetermined that the Indemnitee is not entitled to be indemnified by the Company under theprovisions of this Agreement, the Company’s Bylaws or the GCL with respect to the underlying claimor claims. Such Expenses shall be paid to Indemnitee or directly to a third party designated byIndemnitee within ten (10) days of a written request by Indemnitee to the Company.          (j) If a determination is made or deemed to be made pursuant to the terms of this Section 9that Indemnitee is entitled to indemnification, the Company shall be bound by such determination inany judicial proceeding or arbitration in the absence of (i) a misrepresentation of a material factby Indemnitee or (ii) a final judicial determination that all or any part of such indemnificationis expressly prohibited by law.          (k) The Company and Indemnitee agree that they shall be precluded from asserting that theprocedures and presumptions of this Agreement are not valid, binding and enforceable. The Companyand Indemnitee further agree to stipulate in any such court that the Company and Indemnitee arebound by all of the provisions of this Agreement and are precluded from making any assertion to thecontrary.     10. Exceptions. Any other provision herein to the contrary notwithstanding, theCompany shall not be obligated pursuant to the terms of this Agreement under the followingcircumstances:          (a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to theIndemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemniteeand not by way of defense, except with respect to (1) Proceedings brought to establish or enforce aright to indemnification under this Agreement, any other statute or law, as permitted under Section145, or otherwise, and (2) Proceedings brought to discharge Indemnitee’s fiduciaryresponsibilities, whether under ERISA or otherwise, but such indemnification or advancement ofExpenses may be provided by the Company in specific cases if the Board finds it to be appropriate;or          (b) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement forany amounts paid in settlement of a Proceeding unless the Company consents to such settlement,which consent shall not be unreasonably withheld or delayed; or          (c) Prior Payment from Another Source. To indemnify the Indemnitee with respect toany Expense or Other Liability for which Indemnitee would otherwise be entitled to be indemnifiedif and to the extent that Indemnitee has actually received payment with respect to such Expense orOther Liability (net of costs incurred in collecting such payment) pursuant to this Agreement, anyinsurance policy, contract, agreement or otherwise; or
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          (d) Undeserved Personal Advantage. To indemnify the Indemnitee under this Agreementfor Other Liabilities from a Proceeding in which a court enters a judgment concluding that theIndemnitee gained in fact a material personal profit or advantage to which the Indemnitee is notentitled; or          (e) 16(b) Actions. To indemnify the Indemnitee on account of any suit in whichjudgment is rendered against Indemnitee for an accounting of profits made from the purchase or saleby Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of theSecurities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, stateor local statutory law; or          (f) Unlawful Indemnification. To indemnify the Indemnitee for Other Liabilities if afinal decision by a court having jurisdiction in the matter shall determine that suchindemnification is prohibited by law. Both the Company and Indemnitee acknowledge that in certaininstances, federal law or applicable public policy may prohibit the Company from indemnifying underthis Agreement or otherwise a person serving the Company or a Subsidiary or Affiliate of theCompany as an Indemnifiable Person.     11. Non-exclusivity. The provisions for indemnification and advancement of Expensesset forth in this Agreement shall not be deemed exclusive of any other rights which the Indemniteemay have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the voteof the Company’s stockholders or disinterested directors, other agreements, or otherwise, both asto acts or omissions in his or her official capacity and to acts or omissions in another capacitywhile serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Personand the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased serving theCompany or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and shall inure tothe benefit of the heirs, executors and administrators of the Indemnitee.     12. Period of Limitations. No legal action shall be brought and no cause of actionshall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs,executors, administrators or personal or legal representatives after the expiration of two yearsfrom the date of accrual of such cause of action, a period that may not be lengthened for anyreason, and any claim or cause of action of the Company shall be extinguished and deemed releasedunless asserted by the timely filing of a legal action within such two-year period; provided,however, that if any shorter period of limitations is otherwise applicable to any such cause ofaction, such shorter period shall govern.     13. Interpretation of Agreement. It is understood that the parties hereto intend thisAgreement to be interpreted and enforced so as to provide indemnification and advancement ofExpenses to the Indemnitee to the fullest extent now or hereafter not expressly prohibited by law.     14. Severability. If any provision or provisions of this Agreement shall be held tobe invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality andenforceability of the remaining provisions of the Agreement (including, without limitation, allportions of any paragraphs of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not inany way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions ofthis
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Agreement (including, without limitation, all portions of any paragraphs of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable, that are not themselvesinvalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifestedby the provision held invalid, illegal or unenforceable and to give effect to Section 13 hereof.     15. Modification and Waiver. No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by both of the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovision hereof (whether or not similar) and except as expressly provided herein, no such waivershall constitute a continuing waiver.     16. Successors and Assigns. The terms of this Agreement shall bind, and shall inureto the benefit of, the successors and assigns of the parties hereto.     17. Notice. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed duly given (i) if delivered by hand and a receiptis provided by the party to whom such communication is delivered, (ii) if mailed by certified orregistered mail with postage prepaid, return receipt requested, on the signing by the recipient ofan acknowledgement of receipt form accompanying delivery through the U.S. mail, (iii) personalservice by a process server, or (iv) delivery to the recipient’s address by overnight delivery(e.g., FedEx, UPS or DHL) or other commercial delivery service. Addresses for notice to eitherparty are as shown on the signature page of this Agreement, or as subsequently modified by writtennotice complying with the provisions of this Section 17. Delivery of communications to the Companywith respect to this Agreement shall be sent to the attention of the Company’s General Counsel.     18. No Presumptions. For purposes of this Agreement, except as otherwise expresslyprovided herein, the termination of any claim, action, suit or Proceeding, by judgment, order,settlement (whether with or without court approval) or conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did notmeet any particular standard of conduct or have any particular belief or that a court hasdetermined that indemnification is not permitted by applicable law or otherwise. In addition,neither the failure of the Company or a Reviewing Party to have made a determination as to whetherIndemnitee has met any particular standard of conduct or had any particular belief, nor an actualdetermination by the Company or a Reviewing Party that Indemnitee has not met such standard ofconduct or did not have such belief, prior to the commencement of Proceedings by Indemnitee tosecure a judicial determination by exercising Indemnitee’s rights under Sections 7 or 9(g) of thisAgreement that Indemnitee should be indemnified under applicable law shall be a defense toIndemnitee’s claim or create a presumption that Indemnitee has failed to meet any particularstandard of conduct or did not have any particular belief or is not entitled to indemnificationunder applicable law or otherwise.     19. Survival of Rights.          (a) The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee hasceased to serve the Company or a Subsidiary or Affiliate of the Company as an
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Indemnifiable Person and shall inure to the benefit of Indemnitee’s heirs, executors andadministrators.          (b) The Company shall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business or assets of the Company,expressly to assume and agree to perform this Agreement in the same manner and to the same extentthat the Company would be required to perform if no such succession had taken place.     20. Subrogation. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shallexecute all documents required and shall do all acts that may be necessary to secure such rightsand to enable the Company effectively to bring suit to enforce such rights.     21. Duration. All agreements and obligations of the Company contained herein shallcontinue during the period while Indemnitee is serving the Company or a Subsidiary or Affiliate ofthe Company as an Indemnifiable Person and shall continue thereafter so long as the Indemniteeshall be subject to any possible claim or threatened, pending or completed Proceeding by reason ofthe fact that Indemnitee served the Company or a Subsidiary or Affiliate of the Company as anIndemnifiable Person or otherwise in connection with an Indemnifiable Event. Except to extentprohibited by the GCL, the Company, on its own behalf and that of its Subsidiaries and Affiliates,waives any defense to a claim by Indemnitee for indemnification or advancement of Expenseshereunder that such claim is barred by the running of the statute of limitations.     22. No Settlements. Neither the Company nor any Subsidiary or Affiliate of theCompany shall enter into a settlement of any Proceeding that might result in the imposition of anyExpense, penalty, limitation or any Other Liability or detriment on Indemnitee, whetherindemnifiable under this Agreement or otherwise, without the written consent of Indemnitee, whichconsent to such proposed settlement shall not be unreasonably withheld or delayed.     23. Contribution in the Event of Joint Liability. Whether or not indemnification isavailable to Indemnitee hereunder or otherwise, in respect of any threatened, pending or completedProceeding in which the Company is jointly liable with Indemnitee (or would be if joined in suchProceeding), the Company shall pay, in the first instance, the entire amount of any and allExpenses and Other Liabilities paid or incurred by Indemnitee in connection with such Proceeding.The Company may require such Indemnitee to contribute to such payment and the Company hereby mayalso seek to enforce any right of contribution it may have against Indemnitee. The Company shallnot enter into any settlement of any Proceeding in which the Company is jointly liable withIndemnitee (or would be if joined in such action, suit or Proceeding) unless such settlementprovides for a full and final release of all claims asserted against Indemnitee.     24. Security. To the extent requested by Indemnitee and approved by the Board, theCompany may at any time and from time to time provide security to Indemnitee for the obligations ofthe Company hereunder through an irrevocable bank line of credit, funded trust or other collateralor by other means. Any such security, once provided to Indemnitee, may not be
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revoked, released or otherwise altered to the detriment of Indemnitee with the prior writtenconsent of such Indemnitee.     25. Specific Performance, Etc. The parties recognize that if any provision of thisAgreement is violated by the Company, Indemnitee may be without an adequate remedy at law.Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee soelects, to institute Proceedings, either in law or at equity, to obtain damages, to enforcespecific performance, to enjoin such violation, or to obtain any relief or any combination of theforegoing as Indemnitee may elect to pursue.     26. Counterparts. This Agreement may be executed in counterparts, each of which shallfor all purposes be deemed to be an original but all of which together shall constitute one and thesame agreement. Only one such counterpart signed by the party against whom enforceability issought needs to be produced to evidence the existence of this Agreement.     27. Headings. The headings of the sections and paragraphs of this Agreement areinserted for convenience only and shall not be deemed to constitute part of this Agreement or toaffect the construction or interpretation thereof.     28. Governing Law. This Agreement shall be governed exclusively by and construedaccording to the laws of the State of Delaware, as applied to contracts between Delaware residentsentered into and to be performed entirely with Delaware.     29. Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocablyconsent to the jurisdiction of the courts of the State of Delaware for all purposes in connectionwith any Proceeding which arises out of or relates to this Agreement.          The parties hereto have entered into this Indemnity Agreement effective as of the date firstabove written.       HANMI FINANCIAL CORPORATION  3660 Wilshire Boulevard, Penthouse “A”  Los Angeles, California 90010       By: /s/ Jay S. Yoo       Name: Jay S. Yoo    President & Chief Executive Officer     INDEMNITEE:       Signature:         Name:         Address:                   
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