WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligateitself to indemnify, and to advance expenses on behalf of, such persons to the fullest extentpermitted by applicable law so that they will serve or continue to serve the Company free fromundue concern that they will not be so indemnified; and     WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification providedin the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitutetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, theCompany and Indemnitee do hereby covenant and agree as follows:     Section 1. Services to the Company. Indemnitee agrees to serve as a director and/orofficer of the Company. Indemnitee may at any time and for any reason resign from such position(subject to any other contractual obligation or any obligation imposed by operation of law), inwhich event the Company shall have no obligation under this Agreement to continue Indemnitee insuch position. This Agreement shall not be deemed an employment contract between the Company (orany of its subsidiaries or affiliates) and Indemnitee. The foregoing notwithstanding, thisAgreement shall continue in force after Indemnitee has ceased to serve as a director and/or officerof the Company.     Section 2. Definitions     As used in this Agreement:          (a) “Corporate Status” describes the status of a person who is or was a director,officer, employee or agent of the Company or of any other corporation, limited liability company,partnership, joint venture, trust, employee benefit plan or other enterprise which such person isor was serving at the request of the Company as a director, officer, employee, agent or fiduciary.          (b) “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, any federal, state, local orforeign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any paymentsunder this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses ofthe types customarily incurred in connection with prosecuting, defending, preparing to prosecute ordefend, investigating, being or preparing to be a witness in, or otherwise participating in, aProceeding. Expenses also shall include (i) Expenses incurred in connection with any appealresulting from any Proceeding, including without limitation the premium, security for, and othercosts relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii)Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense ofIndemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that forthe purposes of any advancement of Expenses for which Indemnitee has made written demand to theCompany in accordance with this Agreement, all Expenses included in such demand that are certifiedby affidavit of Indemnitee’s counsel as being
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           reasonable shall be presumed conclusively to be reasonable. Expenses, however, shall notinclude amounts paid in settlement by Indemnitee or the amount of judgments or fines againstIndemnitee.          (c) “Independent Counsel” means a law firm, or a partner (or, if applicable, member)of such a law firm, that is experienced in matters of corporation law and neither presently is, norin the past five years has been, retained to represent: (i) the Company or Indemnitee in any mattermaterial to either such party (other than with respect to matters concerning the Indemnitee underthis Agreement, or of other indemnitees under similar indemnification agreements), or (ii) anyother party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstandingthe foregoing, the term “Independent Counsel” shall not include any person who, under theapplicable standards of professional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Indemnitee in an action to determine Indemnitee’s rights underthis Agreement.          (d) The term “Proceeding” shall include any threatened, pending or completed action,suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrativehearing or any other actual, threatened or completed proceeding, whether brought in the right ofthe Company or otherwise and whether of a civil, criminal, administrative, legislative orinvestigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was,is or will be involved as a party, potential party, non-party witness or otherwise by reason of thefact that Indemnitee is or was a director or officer of the Company, by reason of any action takenby Indemnitee or of any action on Indemnitee’s part while acting as director or officer of theCompany, or by reason of the fact that Indemnitee is or was serving at the request of the Companyas a director, officer, employee or agent of another corporation, limited liability company,partnership, joint venture, trust, employee benefit plan or other enterprise, in each case whetheror not serving in such capacity at the time any liability or expense is incurred for whichindemnification, reimbursement, or advancement of expenses can be provided under this Agreement.If the Indemnitee believes in good faith that a given situation may lead to or culminate in theinstitution of a Proceeding, such situation shall be considered a Proceeding under this paragraph.     Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnifyIndemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatenedto be made, a party to or a participant in any Proceeding, other than a Proceeding by or in theright of the Company to procure a judgment in its favor (which is covered by Section 4 of thisAgreement). Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extentpermitted by applicable law against all Expenses, judgments, fines and amounts paid in settlementactually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with suchProceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a mannerIndemnitee reasonably believed to be in or not opposed to the best interests of the Company and, inthe case of a criminal proceeding, had no reasonable cause to believe that Indemnitee’s conduct wasunlawful. Indemnitee shall not enter into any settlement in connection with a Proceeding withoutten (10) days prior notice to the Company.
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     Section 4. Indemnity in Proceedings by or in the Right of the Company. The Companyshall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, oris threatened to be made, a party to or a participant in any Proceeding by or in the right of theCompany to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall beindemnified to the fullest extent permitted by applicable law against all Expenses actually andreasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding orany claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemniteereasonably believed to be in or not opposed to the best interests of the Company. Noindemnification for Expenses shall be made under this Section 4 in respect of any claim, issue ormatter as to which Indemnitee shall have been finally adjudged by a court to be liable to theCompany, unless and only to the extent that the Delaware Court of Chancery (the “DelawareCourt”) or any court in which the Proceeding was brought shall determine upon application that,despite the adjudication of liability but in view of all the circumstances of the case, Indemniteeis fairly and reasonably entitled to indemnification for such expenses as the Delaware Court orsuch other court shall deem proper.     Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.To the extent that Indemnitee is a party to and is successful, on the merits or otherwise, in anyProceeding or in defense of any claim, issue or matter therein, in whole or in part, the Companyshall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee 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 (a) all Expenses actually and reasonablyincurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolvedclaim, issue or matter and (b) any claim, issue or matter related to any such successfully resolvedclaim, issue or matter. For purposes of this Section and without limitation, the termination ofany claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall bedeemed to be a successful result as to such claim, issue or matter. Nothing in this Section 5 isintended to limit Indemnitee’s rights provided for in Sections 3 and 4.     Section 6. Indemnification For Expenses of a Witness. To the extent that Indemniteeis, by reason of Indemnitee’s Corporate Status, a witness or otherwise asked to participate in anyProceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expensesactually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.Nothing in this Section 6 is intended to limit Indemnitee’s rights provided for in Sections 3 and4.     Section 7. Partial Indemnification. If Indemnitee is entitled under any provision ofthis Agreement to indemnification by the Company for some or a portion of Expenses, but not,however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for theportion thereof to which Indemnitee is entitled.     Section 8. Additional Indemnification.          (a) Notwithstanding any provisions of Sections 3, 4, or 5, the Company shall indemnifyIndemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to
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           or is threatened to be made a party to any Proceeding (including a Proceeding by or in theright of the Company to procure a judgment in its favor) against all Expenses, judgments, fines andamounts paid in settlement actually and reasonably incurred by Indemnitee in connection with suchProceeding.          (b) For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permittedby applicable law” shall include, but not be limited to:               (i) to the fullest extent permitted by the provision of the DGCL that authorizes orcontemplates additional indemnification by agreement, or the corresponding provision of anyamendment to or replacement of the DGCL or such provision thereof; and               (ii) to the fullest extent authorized or permitted by any amendments to or replacements of theDGCL adopted after the date of this Agreement that increase the extent to which a corporation mayindemnify its officers and directors.          Section 9. Exclusions. Notwithstanding any provision in this Agreement to thecontrary, the Company shall not be obligated under this Agreement to make any indemnity:          (a) subject to Section 15(c), for which payment has actually been made to or on behalf ofIndemnitee under any insurance policy or other indemnity provision, except with respect to anyexcess beyond the amount paid under any insurance policy or other indemnity provision;          (b) for any disgorgement of profits made from the purchase and sale (or sale and purchase) byIndemnitee of securities of the Company under Section 16(b) of the Securities Exchange Act of 1934,as amended, or similar provisions of state statutory law or common law;          (c) for claims initiated or brought by Indemnitee against the Company or its directors,officers, employees or other indemnitees, except (i) with respect to actions or proceedings broughtto establish or enforce a right to receive Expenses or indemnification under this Agreement or anyother agreement or insurance policy or under the Charter or Bylaws now or hereafter in effectrelating to indemnification, (ii) if the Board has approved the initiation or bringing of suchclaim, or (iii) as otherwise required under Delaware law; or          (d) for which payment is prohibited by applicable law.     Section 10. Advances of Expenses. Notwithstanding any provision of this Agreement tothe contrary, the Company shall advance, to the extent not prohibited by applicable law, allExpenses incurred by or on behalf of Indemnitee (or which Indemnitee determines are reasonablylikely to be paid or incurred by Indemnitee within three (3) months) in connection with anyProceeding, and such advancement shall be made within twenty (20) days after the receipt by theCompany of a statement or statements requesting such advances (which shall include invoicesreceived by Indemnitee in connection with such Expenses but, in the case of invoices in connectionwith legal services, any references to legal work performed or to expenditures made that wouldcause Indemnitee to waive any privilege accorded by applicable law shall not be included with theinvoice) from time to time, whether prior to or after final disposition of any Proceeding. Advancesshall be unsecured and interest free. Advances shall be
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made without regard to Indemnitee’s ability to repay the expenses and without regard toIndemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce thisright of advancement, including Expenses incurred preparing and forwarding statements to theCompany to support the advances claimed. The Indemnitee shall qualify for advances upon theexecution and delivery to the Company of this Agreement which shall constitute an undertakingproviding that the Indemnitee undertakes to the fullest extent required by applicable law to repaythe amounts advanced (without interest) if and to the extent that it is ultimately determined by acourt of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is notentitled to be indemnified by the Company. No other form of undertaking shall be required otherthan the execution of this Agreement. This Section 10 shall not apply to any claim made byIndemnitee for which indemnity is excluded pursuant to Section 9. The right to advances under thisparagraph shall in all events continue until final disposition of any Proceeding.     Section 11. Procedure for Notification and Defense of Claim.          (a) To obtain indemnification or advancement of Expenses under this Agreement, Indemniteeshall submit to the Company a written request therefor. The omission by Indemnitee to notify theCompany hereunder will not relieve the Company from any liability which it may have to Indemniteehereunder, under the Charter, the Bylaws, any resolution of the Board providing for indemnificationor otherwise, and any delay in so notifying the Company shall not constitute a waiver by Indemniteeof any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt ofsuch a request for indemnification, advise the Board in writing that Indemnitee has requestedindemnification.          (b) The Company will be entitled to participate in any Proceeding at its own expense.     Section 12. Procedure Upon Application for Indemnification.          (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), adetermination, only if required by applicable law, with respect to Indemnitee’s entitlement theretoshall be made in the specific case by Independent Counsel in a written opinion to the Board, a copyof which shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitledto indemnification, payment to Indemnitee shall be made within ten (10) days after suchdetermination. Indemnitee shall cooperate with the Independent Counsel making such determinationwith respect to Indemnitee’s entitlement to indemnification, including providing to such counselupon reasonable advance request any documentation or information which is not privileged orotherwise protected from disclosure and which is reasonably available to Indemnitee and reasonablynecessary to such determination. Any costs or expenses (including attorneys’ fees anddisbursements) incurred by Indemnitee in so cooperating with the Independent Counsel shall bedeemed “Expenses” hereunder and shall be borne by the Company (irrespective of the determination asto Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees tohold Indemnitee harmless therefrom.
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          (b) The Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give writtennotice to the Company advising it of the identity of the Independent Counsel so selected. TheCompany may, within ten (10) days after such written notice of Indemnitee’s selection shall havebeen given, deliver to the Indemnitee a written objection to such selection; provided,however, that such objection may be asserted only on the ground that the IndependentCounsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2of this Agreement, and the objection shall set forth with particularity the factual basis of suchassertion. Absent a proper and timely objection, the person or firm so selected shall act asIndependent Counsel. If such written objection is so made and substantiated, the IndependentCounsel so selected may not serve as Independent Counsel unless and until such objection iswithdrawn or a court has determined that such objection is without merit. If, within twenty (20)days after the later of submission by Indemnitee of a written request for indemnification pursuantto Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shallhave been selected and not objected to, the Indemnitee may petition a court of competentjurisdiction for resolution of any objection which shall have been made by the Company to theselection of Independent Counsel and/or for the appointment as Independent Counsel of a personselected by the court or by such other person as the court shall designate, and the person withrespect to whom all objections are so resolved or the person so appointed shall act as IndependentCounsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding orarbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be dischargedand relieved of any further responsibility in such capacity (subject to the applicable standards ofprofessional conduct then prevailing). The Company agrees to pay the reasonable fees and expensesof the Independent Counsel and to fully indemnify such counsel against any and all Expenses,claims, liabilities and damages arising out of or relating to this Agreement or its engagementpursuant hereto.     Section 13. Presumptions and Effect of Certain Proceedings.          (a) In making a determination with respect to entitlement to indemnification hereunder, theIndependent Counsel making such determination shall presume that Indemnitee is entitled toindemnification under this Agreement if Indemnitee has submitted a request for indemnification inaccordance with Section 11(a) of this Agreement, and the Company shall have the burden of proof toovercome that presumption in connection with the making by the Independent Counsel of anydetermination contrary to that presumption. Neither the failure of the Company or of IndependentCounsel to have made a determination prior to the commencement of any action pursuant to thisAgreement that indemnification is proper in the circumstances because Indemnitee has met theapplicable standard of conduct, nor an actual determination by the Company or by IndependentCounsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to theaction or create a presumption that Indemnitee has not met the applicable standard of conduct.          (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment,order, settlement or conviction, or upon a plea of guilty, nolocontendere or itsequivalent, shall not (except as otherwise expressly provided in this Agreement) of itselfadversely affect the right of Indemnitee to indemnification or create a presumption that Indemniteedid not act in good faith and in a manner which Indemnitee reasonably believed to be in or notopposed to the best interests of the Company or, with respect to any criminal
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           Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct wasunlawful.          (c) For purposes of any determination of good faith, Indemnitee shall be deemed to have actedin good faith if Indemnitee’s action is based on the records or books of account of the Company,its subsidiaries or affiliates, including financial statements, or on information supplied toIndemnitee by the officers of the Company, its subsidiaries or affiliates in the course of theirduties, or on the advice of legal counsel for the Company, its subsidiaries or affiliates or theBoard or counsel selected by any committee of the Board or on information or records given orreports made to the Company, its subsidiaries or affiliates by an independent certified publicaccountant or by an appraiser, investment banker or other expert selected with reasonable care bythe Company or the Board or any committee of the Board. The provisions of this Section 13(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.          (d) The knowledge and/or actions, or failure to act, of any director, officer, agent oremployee of the Company, its subsidiaries or affiliates shall not be imputed to Indemnitee forpurposes of determining the right to indemnification under this Agreement.     Section 14. Remedies of Indemnitee.          (a) Subject to Section 14(e), in the event that (i) a determination is made pursuant toSection 12 of this Agreement that Indemnitee is not entitled to indemnification under thisAgreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of thisAgreement, (iii) no determination of entitlement to indemnification shall have been made pursuantto Section 12(a) of this Agreement within sixty (60) days after receipt by the Company of therequest for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6or 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt bythe Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4or 8 of this Agreement is not made within ten (10) days after a determination has been made thatIndemnitee is entitled to indemnification, or (vi) the Company or any other person takes orthreatens to take any action to declare this Agreement void or unenforceable, or institutes anylitigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee thebenefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall beentitled to an adjudication by a court of his or her entitlement to such indemnification oradvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award inarbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules ofthe American Arbitration Association. Indemnitee shall commence such proceeding seeking anadjudication or an award in arbitration within 180 days following the date on which Indemniteefirst has the right to commence such proceeding pursuant to this Section 14(a); provided,however, that the foregoing clause shall not apply in respect of a proceeding brought byIndemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall notoppose Indemnitee’s right to seek any such adjudication or award in arbitration.          (b) In the event that a determination shall have been made pursuant to Section 12(a) of thisAgreement that Indemnitee is not entitled to indemnification, any judicial proceeding orarbitration commenced pursuant to this Section 14 shall be conducted in all
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           respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not beprejudiced by reason of that adverse determination. In any judicial proceeding or arbitrationcommenced pursuant to this Section 14, the Company shall have the burden of proving Indemnitee isnot entitled to indemnification or advancement of Expenses, as the case may be.          (c) If a determination shall have been made pursuant to Section 12(a) of this Agreement thatIndemnitee is entitled to indemnification, the Company shall be bound by such determination in anyjudicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatementby Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’sstatement not materially misleading, in connection with the request for indemnification, or (ii) aprohibition of such indemnification under applicable law.          (d) The Company shall be precluded from asserting in any judicial proceeding or arbitrationcommenced pursuant to this Section 14 that the procedures and presumptions of this Agreement arenot valid, binding and enforceable and shall stipulate in any such court or before any sucharbitrator that the Company is bound by all the provisions of this Agreement. It is the intent ofthe Company that, to the fullest extent permitted by applicable law, the Indemnitee not be requiredto incur legal fees or other Expenses associated with the interpretation, enforcement or defense ofIndemnitee’s rights under this Agreement by litigation or otherwise because the cost and expensethereof would substantially detract from the benefits intended to be extended to the Indemniteehereunder. To the fullest extent permitted by applicable law, the Company shall indemnifyIndemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10)days after receipt by the Company of a written request therefor) advance 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, in the suit for which indemnification oradvances is being sought.          (e) Notwithstanding anything in this Agreement to the contrary, no determination as toentitlement of Indemnitee to indemnification under this Agreement shall be required to be madeprior to the final disposition of the Proceeding.     Section 15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.          (a) The rights of indemnification and to receive advancement of Expenses as provided by thisAgreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time beentitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or 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 Indemnitee’s Corporate Status prior tosuch amendment, alteration or repeal. To the extent that a change in Delaware law, whether bystatute or judicial decision, permits greater indemnification or advancement of Expenses than wouldbe afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the partieshereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by suchchange. No right or remedy herein
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           conferred 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 right orremedy 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 of the Company, its subsidiariesor affiliates, Indemnitee shall be covered by such policy or policies in accordance with its ortheir terms to the maximum extent of the coverage available for any such director, officer,employee or agent under such policy or policies. If, at the time of the receipt of a notice of aclaim pursuant to the terms hereof, the Company has director and officer liability insurance ineffect, the Company shall give prompt notice of the commencement of such proceeding to the insurersin accordance with the procedures set forth in the respective policies. The Company shallthereafter take all necessary or desirable action to cause such insurers to pay, on behalf of theIndemnitee, all amounts payable as a result of such proceeding in accordance with the terms of suchpolicies.          (c) The Company acknowledges that Indemnitee has or may obtain rights to indemnification,advancement of expenses and/or insurance provided by third parties (collectively, the “OtherIndemnitors”). The Company agrees (i) that it is the indemnitor of first resort (i.e., itsobligations to Indemnitee are primary and any obligation of the Other Indemnitors to advanceexpenses or to provide indemnification for the same expenses or liabilities incurred by Indemniteeare secondary), (ii) that it shall be required to advance the full amount of expenses incurred byIndemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines andamounts paid in settlement to the extent legally permitted and as required by the terms of thisAgreement and the Charter or the Bylaws (or any other agreement between the Company andIndemnitee), without regard to any rights Indemnitee may have against the Other Indemnitors, and(iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and allclaims against the Other Indemnitors for contribution, subrogation or any other recovery of anykind in respect thereof. The Company further agrees that no advancement or payment by the OtherIndemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has soughtindemnification from the Company shall affect the foregoing and the Other Indemnitors shall have aright of contribution and/or be subrogated to the extent of such advancement or payment to all ofthe rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree thatthe Other Indemnitors are express third party beneficiaries of the terms of this Section 15(c).          (d) Except as provided in Section 15(c), in the event of any payment under this Agreement, theCompany shall be subrogated to the extent of such payment to all of the rights of recovery ofIndemnitee (other than against the Other Indemnitors), who shall execute all papers required andtake all action necessary to secure such rights, including execution of such documents as arenecessary to enable the Company to bring suit to enforce such rights.          (e) Except as provided in Section 15(c), the Company shall not be liable under this Agreementto make any payment of amounts otherwise indemnifiable hereunder (or
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           for which advancement is provided hereunder) if and to the extent that Indemnitee hasotherwise actually received such payment under any insurance policy, contract, agreement orotherwise.          (f) Except as provided in Section 15(c), the Company’s obligation to indemnify or advanceExpenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,officer, employee or agent of any other corporation, limited liability company, partnership, jointventure, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemniteehas actually received as indemnification or advancement of Expenses from such other corporation,limited liability company, partnership, joint venture, trust, employee benefit plan or otherenterprise.     Section 16. Duration of Agreement. This Agreement shall continue until and terminateupon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve asa director and/or officer of the Company or (b) one (1) year after the final termination of anyProceeding, including any appeal, then pending in respect of which Indemnitee is granted rights ofindemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemniteepursuant to Section 14 of this Agreement relating thereto. This Agreement shall be binding upon theCompany and its successors and assigns and shall inure to the benefit of Indemnitee andIndemnitee’s heirs, executors and administrators. The Company shall require and cause anysuccessor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,substantially all or a substantial part, of the business and/or assets of the Company, by writtenagreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree toperform this Agreement in the same manner and to the same extent that the Company would be requiredto perform if no such succession had taken place.     Section 17. Severability. If any provision or provisions of this Agreement shall beheld to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legalityand enforceability of the remaining provisions of this Agreement (including without limitation,each portion of any Section of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in anyway be affected or impaired thereby and shall remain enforceable to the fullest extent permitted bylaw; (b) such provision or provisions shall be deemed reformed to the extent necessary to conformto applicable law and to give the maximum effect to the intent of the parties hereto; and (c) tothe fullest extent possible, the provisions of this Agreement (including, without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as togive effect to the intent manifested thereby.     Section 18. Enforcement.          (a) The Company expressly confirms and agrees that it has entered into this Agreement andassumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a directorand/or officer of the Company, and the Company acknowledges that Indemnitee is relying upon thisAgreement in serving as a director and/or officer of the Company.
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          (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; provided,however, that this Agreement is a supplement to and in furtherance of the Charter, theBylaws, any resolution of the Board providing for indemnification and applicable law, and shall notbe deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.     Section 19. Modification and Waiver. No supplement, modification or amendment, orwaiver of any provision, of this Agreement shall be binding unless executed in writing by theparties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shallconstitute a waiver of any other provisions of this Agreement nor shall any waiver constitute acontinuing waiver.     Section 20. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company inwriting upon being served with any summons, citation, subpoena, complaint, indictment, informationor other document relating to any Proceeding or matter which may be subject to indemnification oradvancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shallnot relieve the Company of any obligation which it may have to the Indemnitee under this Agreementor otherwise.     Section 21. Notices. All notices, requests, demands and other communications underthis Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered byhand and receipted for by the party to whom said notice or other communication shall have beendirected, (b) mailed by certified or registered mail with postage prepaid, on the third businessday after the date on which it is so mailed, (c) mailed by reputable overnight courier andreceipted for by the party to whom said notice or other communication shall have been directed or(d) sent by facsimile transmission, with receipt of oral confirmation that such transmission hasbeen received:          (a) If to Indemnitee, at such address as Indemnitee shall provide to the Company.