WHEREAS, Indemnitee does not regard the protection available under the Company’s By-laws andinsurance as adequate in the present circumstances, and may not be willing to serve as a directorwithout adequate protection, and the Company desires Indemnitee to serve in such capacity.Indemnitee is willing to serve, continue to serve and to take on additional service for or onbehalf of the Company on the condition that he be so indemnified; and     NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director after thedate hereof, the parties hereto agree as follows:          1. Definitions. For purposes of this Agreement:               (a) “**Corporate Status**” describes the status of a person who is or was a director, officer,employee, agent or fiduciary of the Company or of any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise that such person is or was serving at theexpress written request of the Company.               (b) “**Disinterested Director**” means a director of the Company who is not and was not a party tothe Proceeding in respect of which indemnification is sought by Indemnitee.               (c) “**Enterprise**” shall mean the Company and any other corporation, partnership, joint venture,trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the expresswritten request of the Company as a director, officer, employee, agent or fiduciary.               (d) “**Expenses**” shall include all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees and all other disbursements orexpenses of the types customarily incurred in connection with prosecuting, defending, preparing toprosecute or defend, investigating, participating, or being or preparing to be a witness in aProceeding. Expenses also shall include Expenses incurred in connection with any appeal resultingfrom any Proceeding, including without limitation the premium, security for, and other costsrelating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses,however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments orfines against Indemnitee.               (e) “**Independent Counsel**” means a law firm, or a member of a law firm, that is experienced inmatters of corporation law and neither presently is, nor in the past five years has been, retainedto represent: (i) the Company or Indemnitee in any matter material to either such party (otherthan with respect to matters concerning Indemnitee under this Agreement, or of other indemniteesunder similar indemnification agreements), or (ii) any other party to the Proceeding giving rise toa claim for indemnification hereunder. Notwithstanding the foregoing, the term “IndependentCounsel” shall not include any person who, under the applicable standards of professional conductthen prevailing, would have a conflict of interest in representing either the Company or Indemniteein an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay thereasonable fees of the Independent Counsel referred to above and to fully indemnify such counselagainst any and all Expenses,
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claims, liabilities and damages arising out of or relating to this Agreement or its engagementpursuant hereto.               (f) “**Proceeding**” includes any threatened, pending or completed action, suit, arbitration,alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any otheractual, threatened or completed proceeding, whether brought by or in the right of the Company orotherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, isor will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was anofficer or director of the Company, by reason of any action taken by him or of any inaction on hispart while acting as an officer or director of the Company, or by reason of the fact that he is orwas serving at the request of the Company as a director, officer, employee, agent or fiduciary ofanother corporation, partnership, joint venture, trust or other Enterprise; in each case whether ornot he is acting or serving in any such capacity at the time any liability or expense is incurredfor which indemnification can be provided under this Agreement; including one pending on or beforethe date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section8 of this Agreement to enforce his rights under this Agreement.          2. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnifyIndemnitee to the fullest extent permitted by law, as such may be amended from time to time. Infurtherance of the foregoing indemnification, and without limiting the generality thereof:               (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemniteeshall be entitled to the rights of indemnification provided in this Section 2(a) if, byreason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to orparticipant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuantto this Section 2(a), Indemnitee shall be indemnified against all Expenses, judgments,penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on hisbehalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemniteeacted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed tothe best interests of the Company, and with respect to any criminal Proceeding, had no reasonablecause to believe the Indemnitee’s conduct was unlawful.               (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled tothe rights of indemnification provided in this Section 2(b) if, by reason of his CorporateStatus, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceedingbrought by or in the right of the Company. Pursuant to this Section 2(b), Indemnitee shallbe indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on theIndemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith andin a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany; provided, however, if applicable law so provides, no indemnification against such Expensesshall be made in respect of any claim, issue or matter in such Proceeding as to which Indemniteeshall have been adjudged to be liable to the Company unless and to the extent that the Court ofChancery of the State of Delaware (the “**Delaware Court**”) shall determine that such indemnificationmay be made.
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               (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful.Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reasonof his Corporate Status, a party to and is successful, on the merits or otherwise, in anyProceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amendedfrom time to time, against all Expenses actually and reasonably incurred by him or on his behalf inconnection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,on the merits or otherwise, as to one or more but less than all claims, issues or matters in suchProceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonablyincurred by him or on his behalf in connection with each successfully resolved claim, issue ormatter. For purposes of this Section and without limitation, the termination of any claim, issueor matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be asuccessful result as to such claim, issue or matter.          3. Additional Indemnity. In addition to, and without regard to any limitations on,the indemnification provided for in Section 2 of this Agreement, the Company shall andhereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if,by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant inany Proceeding (including a Proceeding by or in the right of the Company), including, withoutlimitation, all liability arising out of the negligence or active or passive wrongdoing ofIndemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to thisAgreement shall be that the Company shall not be obligated to make any payment to Indemnitee thatis finally determined (under the procedures, and subject to the presumptions, set forth inSections 7 and 8 hereof) to be unlawful.          4. Contribution.               (a) Whether or not the indemnification provided in Sections 2 and 3 hereof isavailable, in respect of any threatened, pending or completed action, suit or proceeding in whichthe Company is jointly liable with Indemnitee (or would be if joined in such action, suit orproceeding), the Company shall pay, in the first instance, the entire amount of any judgment orsettlement of such action, suit or proceeding without requiring Indemnitee to contribute to suchpayment and the Company hereby waives and relinquishes any right of contribution it may haveagainst Indemnitee. The Company shall not enter into any settlement of any action, suit orproceeding in which the Company is jointly liable with Indemnitee (or would be if joined in suchaction, suit or proceeding) unless such settlement provides for a full and final release of allclaims asserted against Indemnitee.               (b) Without diminishing or impairing the obligations of the Company set forth in the precedingsubparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portionof any judgment or settlement in any threatened, pending or completed action, suit or proceeding inwhich the Company is jointly liable with Indemnitee (or would be if joined in such action, suit orproceeding), the Company shall contribute to the amount of expenses (including attorneys’ fees),judgments, fines and amounts paid in settlement actually and reasonably incurred and paid orpayable by Indemnitee in proportion to the relative benefits received by the Company and allofficers, directors or employees of the Company, other than Indemnitee, who are jointly liable withIndemnitee (or would be if joined in such action, suit or
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proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction fromwhich such action, suit or proceeding arose; provided, however, that the proportion determined onthe basis of relative benefit may, to the extent necessary to conform to law, be further adjustedby reference to the relative fault of the Company and all officers, directors or employees of theCompany other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in suchaction, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection withthe events that resulted in such expenses, judgments, fines or settlement amounts, as well as anyother equitable considerations which the law may require to be considered. The relative fault ofthe Company and all officers, directors or employees of the Company, other than Indemnitee, who arejointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on theone hand, and Indemnitee, on the other hand, shall be determined by reference to, among otherthings, the degree to which their actions were motivated by intent to gain personal profit oradvantage, the degree to which their liability is primary or secondary and the degree to whichtheir conduct is active or passive.               (c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claimsof contribution which may be brought by officers, directors or employees of the Company, other thanIndemnitee, who may be jointly liable with Indemnitee.               (d) To the fullest extent permissible under applicable law, if the indemnification providedfor in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieuof indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether forjudgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or forExpenses, in connection with any claim relating to an indemnifiable event under this Agreement, insuch proportion as is deemed fair and reasonable in light of all of the circumstances of suchProceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee asa result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) therelative fault of the Company (and its directors, officers, employees and agents) and Indemnitee inconnection with such event(s) and/or transaction(s).          5. Indemnification for Expenses of a Witness. Notwithstanding any other provision ofthis Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness inany Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expensesactually and reasonably incurred by him or on his behalf in connection therewith.          6. Advancement of Expenses. Notwithstanding any other provision of this Agreement,the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection withany Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receiptby the Company of a statement or statements from Indemnitee requesting such advance or advancesfrom time to time, whether prior to or after final disposition of such Proceeding. Such statementor statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or bepreceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expensesadvanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnifiedagainst such Expenses. Any advances and undertakings to repay pursuant to this Section 6shall be unsecured and interest free.
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          7. Procedures and Presumptions for Determination of Entitlement to Indemnification.It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are asfavorable as may be permitted under the DGCL and public policy of the State of Delaware.Accordingly, the parties agree that the following procedures and presumptions shall apply in theevent of any question as to whether Indemnitee is entitled to indemnification under this Agreement:               (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company awritten request, including therein or therewith such documentation and information as is reasonablyavailable to Indemnitee and is reasonably necessary to determine whether and to what extentIndemnitee is entitled to indemnification. The Secretary of the Company shall, promptly uponreceipt of such a request for indemnification, advise the Board in writing that Indemnitee hasrequested indemnification.               (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence ofSection 7(a) hereof, a determination, if required by applicable law, with respect toIndemnitee’s entitlement thereto shall be made in the specific case by one of the following fourmethods, which shall be at the election of the board: (1) by a majority vote of the DisinterestedDirectors, even though less than a quorum, by a committee of Disinterested Directors designated bya majority vote of the Disinterested Directors, even though less than a quorum, (2) if there are noDisinterested Directors or if the Disinterested Directors so direct, by independent legal counselin a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (3) ifso directed by the Board, by the stockholders of the Company.               (c) If the determination of entitlement to indemnification is to be made by IndependentCounsel pursuant to Section 7(b) hereof, the Independent Counsel shall be selected asprovided in this Section 7(c). The Independent Counsel shall be selected by the Board.Indemnitee may, within 10 days after such written notice of selection shall have been given,deliver to the Company, as the case may be, a written objection to such selection; provided,however, that such objection may be asserted only on the ground that the Independent Counsel soselected does not meet the requirements of “**Independent Counsel**” as defined in Section 1 of thisAgreement, and the objection shall set forth with particularity the factual basis of suchassertion. Absent a proper and timely objection, the person so selected shall act as IndependentCounsel. If a written objection is made and substantiated, the Independent Counsel selected maynot serve as Independent Counsel unless and until such objection is withdrawn or a court hasdetermined that such objection is without merit. If, within 20 days after submission by Indemniteeof a written request for indemnification pursuant to Section 7(a) hereof, no IndependentCounsel shall have been selected and not objected to, either the Company or Indemnitee may petitionthe Delaware Court or other court of competent jurisdiction for resolution of any objection whichshall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or forthe appointment as Independent Counsel of a person selected by the court or by such other person asthe court shall designate, and the person with respect to whom all objections are so resolved orthe person so appointed shall act as Independent Counsel under Section 7(b) hereof. TheCompany shall pay any and all reasonable fees and expenses of Independent Counsel incurred by suchIndependent Counsel in connection with acting pursuant to Section 7(b) hereof, and theCompany shall pay all reasonable fees and
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expenses incident to the procedures of this Section 7(c), regardless of the manner inwhich such Independent Counsel was selected or appointed.               (d) In making a determination with respect to entitlement to indemnification hereunder, theperson or persons or entity making such determination shall presume that Indemnitee is entitled toindemnification under this Agreement. Anyone seeking to overcome this presumption shall have theburden of proof and the burden of persuasion by clear and convincing evidence. Neither the failureof the Company (including by its directors or independent legal counsel) to have made adetermination prior to the commencement of any action pursuant to this Agreement thatindemnification is proper in the circumstances because Indemnitee has met the applicable standardof conduct, nor an actual determination by the Company (including by its directors or independentlegal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defenseto the action or create a presumption that Indemnitee has not met the applicable standard ofconduct.               (e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based onthe records or books of account of the Enterprise, including financial statements, or oninformation supplied to Indemnitee by the officers of the Enterprise in the course of their duties,or on the advice of legal counsel for the Enterprise or on information or records given or reportsmade to the Enterprise by an independent certified public accountant or by an appraiser or otherexpert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions,or failure to act, of any director, officer, agent or employee of the Enterprise shall not beimputed to Indemnitee for purposes of determining the right to indemnification under thisAgreement. Whether or not the foregoing provisions of this Section 7(e) are satisfied, itshall in any event be presumed that Indemnitee has at all times acted in good faith and in a mannerhe reasonably believed to be in or not opposed to the best interests of the Company. Anyoneseeking to overcome this presumption shall have the burden of proof and the burden of persuasion byclear and convincing evidence.               (f) If the person, persons or entity empowered or selected under Section 7 todetermine whether Indemnitee is entitled to indemnification shall not have made a determinationwithin sixty (60) days after receipt by the Company of the request therefor, the requisitedetermination of entitlement to indemnification shall be deemed to have been made and Indemniteeshall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a materialfact, or an omission of a material fact necessary to make Indemnitee’s statement not materiallymisleading, in connection with the request for indemnification, or (ii) a prohibition of suchindemnification under applicable law; provided, however, that such 60-day period may be extendedfor a reasonable time, not to exceed an additional thirty (30) days, if the person, persons orentity making such determination with respect to entitlement to indemnification in good faithrequires such additional time to obtain or evaluate documentation and/or information relatingthereto; and provided, further, that the foregoing provisions of this Section 7(f) shallnot apply if the determination of entitlement to indemnification is to be made by the stockholderspursuant to Section 7(b) of this Agreement and if (A) within fifteen (15) days afterreceipt by the Company of the request for such determination, the Board or the DisinterestedDirectors, if appropriate, resolve to submit such determination to the stockholders for theirconsideration at an annual meeting thereof to be held within seventy-five (75) days after suchreceipt and such determination is made thereat, or (B) a special meeting of stockholders is calledwithin fifteen
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(15) days after such receipt for the purpose of making such determination, such meeting isheld for such purpose within sixty (60) days after having been so called and such determination ismade thereat.               (g) Indemnitee shall cooperate with the person, persons or entity making such determinationwith respect to Indemnitee’s entitlement to indemnification, including providing to such person,persons or entity upon reasonable advance request any documentation or information which is notprivileged or otherwise protected from disclosure and which is reasonably available to Indemniteeand reasonably necessary to such determination. Any Independent Counsel, member of the Board orstockholder of the Company shall act reasonably and in good faith in making a determinationregarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs orexpenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperatingwith the person, persons or entity making such determination shall be borne by the Company(irrespective of the determination as to Indemnitee’s entitlement to indemnification) and theCompany hereby indemnifies and agrees to hold Indemnitee harmless therefrom.               (h) The Company acknowledges that a settlement or other disposition short of final judgmentmay be successful if it permits a party to avoid expense, delay, distraction, disruption anduncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party isresolved in any manner other than by adverse judgment against Indemnitee (including, withoutlimitation, settlement of such action, claim or proceeding with or without payment of money orother consideration) it shall be presumed that Indemnitee has been successful on the merits orotherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shallhave the burden of proof and the burden of persuasion by clear and convincing evidence.               (i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment,order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not(except as otherwise expressly provided in this Agreement) of itself adversely affect the right ofIndemnitee to indemnification or create a presumption that Indemnitee did not act in good faith andin a manner which he reasonably believed to be in or not opposed to the best interests of theCompany or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause tobelieve that his conduct was unlawful.          8. Remedies of Indemnitee.               (a) In the event that (i) a determination is made pursuant to Section 7 of thisAgreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancementof Expenses is not timely made pursuant to Section 6 of this Agreement, (iii) nodetermination of entitlement to indemnification is made pursuant to Section 7(b) of thisAgreement within 90 days after receipt by the Company of the request for indemnification, (iv)payment of indemnification is not made pursuant to this Agreement within ten (10) days afterreceipt by the Company of a written request therefor or (v) payment of indemnification is not madewithin ten (10) days after a determination has been made that Indemnitee is entitled toindemnification or such determination is deemed to have been made pursuant to Section 7 ofthis Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of theState of
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Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to suchindemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 daysfollowing the date on which Indemnitee first has the right to commence such proceeding pursuant tothis Section 8(a). The Company shall not oppose Indemnitee’s right to seek any suchadjudication.               (b) In the event that a determination shall have been made pursuant to Section 7(b) ofthis Agreement that Indemnitee is not entitled to indemnification, any judicial proceedingcommenced pursuant to this Section 8 shall be conducted in all respects as a de novo trialon the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination underSection 7(b).               (c) If a determination shall have been made pursuant to Section 7(b) of this Agreementthat Indemnitee is entitled to indemnification, the Company shall be bound by such determination inany judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement byIndemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’smisstatement not materially misleading in connection with the application for indemnification, or(ii) a prohibition of such indemnification under applicable law.               (d) In the event that Indemnitee, pursuant to this Section 8, seeks a judicialadjudication of his rights under, or to recover damages for breach of, this Agreement, or torecover under any directors’ and officers’ liability insurance policies maintained by the Company,the Company shall pay on his behalf, in advance, any and all expenses (of the types described inthe definition of Expenses in Section 1 of this Agreement) actually and reasonably incurredby him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined tobe entitled to such indemnification, advancement of expenses or insurance recovery.               (e) The Company shall be precluded from asserting in any judicial proceeding commencedpursuant to this Section 8 that the procedures and presumptions of this Agreement are notvalid, binding and enforceable and shall stipulate in any such court that the Company is bound byall the provisions of this Agreement. The Company shall indemnify Indemnitee against any and allExpenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Companyof a written request therefore) advance, to the extent not prohibited by law, such expenses toIndemnitee, which are incurred by Indemnitee in connection with any action brought by Indemniteefor indemnification or advance of Expenses from the Company under this Agreement or under anydirectors’ and officers’ liability insurance policies maintained by the Company, regardless ofwhether Indemnitee ultimately is determined to be entitled to such indemnification, advancement ofExpenses or insurance recovery, as the case may be.               (f) Notwithstanding anything in this Agreement to the contrary, no determination as toentitlement to indemnification under this Agreement shall be required to be made prior to the finaldisposition of the Proceeding.          9. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.
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               (a) The rights of indemnification as provided by this Agreement shall not be deemed exclusiveof any other rights to which Indemnitee may at any time be entitled under applicable law, thecertificate of incorporation of the Company, the Bylaws, any agreement, a vote of stockholders, aresolution of directors or otherwise. No amendment, alteration or repeal of this Agreement or ofany provision hereof shall limit or restrict any right of Indemnitee under this Agreement inrespect of any action taken or omitted by such Indemnitee in his Corporate Status prior to suchamendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute orjudicial decision, permits greater indemnification than would be afforded currently under theBylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy bythis Agreement the greater benefits so afforded by such change. No right or remedy hereinconferred is intended to be exclusive of any other right or remedy, and every other right andremedy shall be cumulative and in addition to every other right and remedy given hereunder or nowor hereafter existing at law or in equity or otherwise. The assertion or employment of any rightor remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of anyother right or remedy.               (b) To the extent that the Company maintains an insurance policy or policies providingliability insurance for directors, officers, employees, or agents or fiduciaries of the Company orof any other corporation, partnership, joint venture, trust, employee benefit plan or otherenterprise that such person serves at the request of the Company, Indemnitee shall be covered bysuch policy or policies in accordance with its or their terms to the maximum extent of the coverageavailable for any director, officer, employee, agent or fiduciary under such policy or policies.If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company hasdirector and officer liability insurance in effect, the Company shall give prompt notice of thecommencement of such proceeding to the insurers in accordance with the procedures set forth in therespective policies. The Company shall thereafter take all necessary or desirable action to causesuch insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of suchproceeding in accordance with the terms of such policies.               (c) In the event of any payment under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papersrequired and take all action necessary to secure such rights, including execution of such documentsas are necessary to enable the Company to bring suit to enforce such rights.               (d) The Company shall not be liable under this Agreement to make any payment of amountsotherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actuallyreceived such payment under any insurance policy, contract, agreement or otherwise.               (e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who isor was serving at the request of the Company as a director, officer, employee or agent of any othercorporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall bereduced by any amount Indemnitee has actually received as indemnification or advancement ofexpenses from such other corporation, partnership, joint venture, trust, employee benefit plan orother enterprise.
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          10. Exception to Right of Indemnification. Notwithstanding any provision in thisAgreement, the Company shall not be obligated under this Agreement to make any indemnity inconnection with any claim made against Indemnitee:               (a) for which payment has actually been made to or on behalf of Indemnitee under any insurancepolicy or other indemnity provision, except with respect to any excess beyond the amount paid underany insurance policy or other indemnity provision; or               (b) for an accounting of profits made from the purchase and sale (or sale and purchase) byIndemnitee of securities of the Company within the meaning of Section 16(b) of the SecuritiesExchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or               (c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against theCompany or its directors, officers, employees or other indemnitees, unless (i) the Board authorizedthe Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company providesthe indemnification, in its sole discretion, pursuant to the powers vested in the Company underapplicable law.          11. Duration of Agreement. All agreements and obligations of the Company containedherein shall continue during the period Indemnitee is an officer or director of the Company (or isor was serving at the request of the Company as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise) and shall continue thereafterso long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced underSection 8 hereof) by reason of his Corporate Status, whether or not he is acting or servingin any such capacity at the time any liability or expense is incurred for which indemnification canbe provided under this Agreement. This Agreement shall be binding upon and inure to the benefit ofand be enforceable by the parties hereto and their respective successors (including any direct orindirect successor by purchase, merger, consolidation or otherwise to all or substantially all ofthe business or assets of the Company), assigns, spouses, heirs, executors and personal and legalrepresentatives.          12. 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 Company’sobligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.Any such security, once provided to Indemnitee, may not be revoked or released without the priorwritten consent of the Indemnitee.
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          13. Enforcement.               (a) The Company expressly confirms and agrees that it has entered into this Agreement andassumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officeror director of the Company, and the Company acknowledges that Indemnitee is relying upon thisAgreement in serving as an officer or director of the Company.               (b) This Agreement constitutes the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements and understandings, oral, written andimplied, between the parties hereto with respect to the subject matter hereof.          14. Severability. The invalidity of unenforceability of any provision hereof shall inno way affect the validity or enforceability of any other provision. Without limiting thegenerality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnificationrights to the fullest extent permitted by applicable laws. In the event any provision hereofconflicts with any applicable law, such provision shall be deemed modified, consistent with theaforementioned intent, to the extent necessary to resolve such conflict.          15. Modification and Waiver. No supplement, modification, termination or amendment ofthis Agreement shall be binding unless executed in writing by both of the parties hereto. Nowaiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver ofany other provisions hereof (whether or not similar) nor shall such waiver constitute a continuingwaiver.          16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writingupon being served with or otherwise receiving any summons, citation, subpoena, complaint,indictment, information or other document relating to any Proceeding or matter which may be subjectto indemnification covered hereunder. The failure to so notify the Company shall not relieve theCompany of any obligation which it may have to Indemnitee under this Agreement or otherwise unlessand only to the extent that such failure or delay materially prejudices the Company.          17. Notices. All notices and other communications given or made pursuant to thisAgreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery tothe party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent duringnormal business hours of the recipient, and if not so confirmed, then on the next business day, (c)five (5) days after having been sent by registered or certified mail, return receipt requested,postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier,specifying next day delivery, with written verification of receipt. All communications shall besent:               (a) To Indemnitee at the address set forth below Indemnitee signature hereto.
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               (b) To the Company at:SUA Insurance Company