Exhibit
10.21


[FORM OF
INDEMNIFICATION AGREEMENT]


INDEMNIFICATION
AGREEMENT


This Indemnification Agreement (“Agreement”) is made
as of [DATE] by and between [COMPANY] (“Company”), and [NAME] (“Indemnitee”)[.][,
and amends and restates in its entirety the Indemnification agreement dated as
of [DATE] between the Company and Indemnitee.]


R E C I T
A L S


A.            The
Indemnitee is currently serving as [POSITIONS], [each, either directly or
indirectly, a wholly-owned subsidiary of the Company,] and in such capacities has
rendered valuable services to the Company.


B.            The
Company may from time to time request Indemnitee to serve as a director or
executive officer of [other] subsidiaries of [COMPANY] (the “New Subsidiaries”)
formed after the date hereof.


C.            The
Company has investigated the availability and sufficiency of liability
insurance and California statutory indemnification provisions to provide the
directors and officers of the Company and the directors and officers of its
wholly owned subsidiaries with adequate protection against various legal risks
and potential liabilities to which such individuals are subject due to their
positions with the Company and/or its wholly owned subsidiaries and has
concluded that such insurance and statutory provisions may provide inadequate
and unacceptable protection to certain individuals requested to serve as
directors and/or officers of the Company and/or its wholly owned subsidiaries.


D.            In
order to induce and encourage highly experienced and capable persons such as
the Indemnitee to continue to serve as [POSITIONS], the Board of Directors has
determined, after due consideration and investigation of the terms and
provisions of this Agreement and the various other options available to the
Company and the Indemnitee in lieu hereof, that this Agreement is not only
reasonable and prudent but necessary to promote and ensure the best interests
of the Company and its shareholders.


AGREEMENT


NOW, THEREFORE,
in consideration of the continued services of the Indemnitee and in order to
induce the Indemnitee to continue to serve as an executive officer of [COMPANY]
and to serve, at the request of the Company, as a director or executive officer
of any New  Subsidiary, the Company and
the Indemnitee do hereby agree as follows:


1.             Definitions.  As used in this Agreement:


(a)           The
term “Proceeding” shall include any threatened, pending or completed action,
suit or proceeding, formal or informal, whether brought in the name of the
Company or one of its wholly owned subsidiaries or otherwise and whether of a
civil,



   
 









criminal or
administrative or investigative nature, against the Indemnitee by reason of the
fact that the Indemnitee is or was a director and/or officer of the Company, or
is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including, without limitation, any subsidiary or affiliated
company, whether or not the Indemnitee is serving in such capacity at the time
any liability or Expense is incurred for which indemnification or reimbursement
is to be provided under this Agreement.


(b)           The
term “change of control” includes any change in the ownership of a majority of
the outstanding voting securities of the Company or in the composition of a
majority of the members of the board of directors of the Company.


(c)           The
term “Expenses” includes, without limitation, attorneys’ fees, disbursements
and retainers, accounting and witness fees, travel and deposition costs,
expenses of investigations, judicial or administrative proceedings and appeals,
amounts paid in settlement by or on behalf of Indemnitee, and any expenses of
establishing a right to indemnification, pursuant to this Agreement or
otherwise, including reasonable compensation for time spent by the Indemnitee
in connection with the investigation, defense or appeal of a Proceeding or
action for indemnification for which the Indemnitee is not otherwise
compensated by the Company or any third party. 
The term “Expenses” does not include the amount of judgments, fines,
penalties or ERISA excise taxes actually levied against the Indemnitee.


(d)           The
term “fines” shall include any excise taxes assessed on Indemnitee with respect
to any employee benefit plan.


(e)           The
term “serving at the request of the Company” includes any service, at the
request or with the express or implied authorization of the Company, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, which service imposes duties on, or
involves services by, Indemnitee with respect to such corporation, partnership,
joint venture, trust or other enterprise, its participants or
beneficiaries.  If Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of such other enterprise, its participants or
beneficiaries, Indemnitee shall be deemed to have acted in a manner not opposed
to the best interests of the Company.


2.             Agreement to Serve.  In reliance on this Agreement, the Indemnitee
agrees to continue to serve as a director and/or officer of the Company and/or
one or more of its wholly owned subsidiaries for so long as the Indemnitee is
duly elected or appointed or until such time as the Indemnitee tenders the
Indemnitee’s resignation in writing or is removed from all positions as a
director and/or officer of the Company and/or its wholly owned subsidiaries.


3.             Indemnification in Third Party Actions.  The Company shall indemnify the Indemnitee if
the Indemnitee is a party to or threatened to be made a party to or is
otherwise involved in any Proceeding (other than a Proceeding by or in the name
of the Company to procure a judgment in its favor), by reason of the fact that
the Indemnitee is or was a director 



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and/or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including, without limitation, any subsidiary or affiliated
company, against all Expenses, judgments, fines, penalties and ERISA excise
taxes actually and reasonably incurred by the Indemnitee in connection with the
defense or settlement of such a Proceeding, to the fullest extent permitted by
California law and the Company’s Articles of Incorporation and Bylaws; provided
that any settlement of a Proceeding be approved in writing by the Company.


4.             Indemnification in Proceedings By or In the Name
of the Company.  The
Company shall indemnify the Indemnitee if the Indemnitee is a party to or
threatened to be made a party to or is otherwise involved in any Proceeding by
or in the name of the Company to procure a judgment in its favor by reason of
the fact that the Indemnitee was or is a director and/or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against all Expenses, judgments, fines, penalties
and ERISA excise taxes actually and reasonably incurred by the Indemnitee in
connection with the defense or settlement of such a Proceeding, to the fullest
extent permitted by applicable law and the Company’s Articles of Incorporation
and Bylaws.


5.             Conclusive Presumption Regarding Standards of
Conduct.  The Indemnitee
shall be conclusively presumed to have met the relevant standards of conduct,
if any, as defined by California law, for indemnification pursuant to this
Agreement, unless a determination is made that the Indemnitee has not met such
standards (i) by the Board of Directors by a majority vote of a quorum thereof
consisting of directors who were not parties to the Proceeding for which a
claim is made under this Agreement, (ii) by the shareholders of the Company by majority
vote of a quorum thereof consisting of shareholders who are not parties to the
Proceeding due to which a claim is made under this Agreement, (iii) in a
written opinion by independent counsel, the selection of whom has been approved
by the Indemnitee in writing, or (iv) by a court of competent jurisdiction.


6.             Indemnification of Expenses of Successful Party.  Notwithstanding any other provision of this
Agreement, to the extent that the Indemnitee has been successful in defense of
any Proceeding or in defense of any claim, issue or matter therein, on the
merits or otherwise, including the dismissal of a Proceeding without prejudice
or the settlement of a Proceeding without an admission of liability, the
Indemnitee shall be indemnified against all Expenses incurred in connection
therewith to the fullest extent permitted by applicable law.


7.             Advances of Expenses.  The Expenses incurred by the Indemnitee in
any Proceeding shall be paid promptly by the Company in advance of the final
disposition of the Proceeding at the written request of the Indemnitee to the
fullest extent permitted by applicable law; provided that the Indemnitee shall
undertake in writing to repay any advances if it is ultimately determined that
the Indemnitee is not entitled to indemnification by the Company.


8.             Partial Indemnification.  If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for a portion of
the Expenses, judgments, fines, penalties or ERISA excise taxes actually and
reasonably incurred by the Indemnitee in the 



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investigation, defense,
appeal or settlement of any Proceeding but not, however, for the total amount
of the Indemnitee’s Expenses, judgments, fines, penalties or ERISA excise
taxes, the Company shall nevertheless indemnify the Indemnitee for the portion
of Expenses, judgments, fines, penalties or ERISA excise taxes to which the
Indemnitee is entitled.


9.             Indemnification Procedure; Determination of Right
to Indemnification.


(a)           Promptly
after receipt by the Indemnitee of notice of the commencement of any
Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made
against the Company under this Agreement, notify the Company of the
commencement thereof in writing.  The
omission to so notify the Company will relieve the Company of any liability
which it may have to the Indemnitee under this Agreement only if the Company is
prejudiced by such omission, but will not relieve the Company from any
liability which it may have to the Indemnitee otherwise than under this
Agreement.


(b)           If
a claim for indemnification or advances under this Agreement is not paid by the
Company within 30 days of receipt of written notice, the rights provided by
this Agreement shall be enforceable by the Indemnitee in any court of competent
jurisdiction.  The burden of proving by
clear and convincing evidence that indemnification or advances are not
appropriate shall be on the Company. 
Neither the failure of the directors or shareholders of the Company or
its independent legal counsel to have made a determination prior to the
commencement of such action that indemnification or advances are proper in the
circumstances because the Indemnitee has met the applicable standard of
conduct, if any, nor an actual determination by the directors or shareholders
of the Company or independent legal counsel that the Indemnitee has not met the
applicable standard of conduct, shall be a defense to the action or create a
presumption for the purpose of an action that the Indemnitee has not met the
applicable standard of conduct.


(c)           The
Indemnitee’s Expenses incurred in connection with any proceeding concerning the
Indemnitee’s right to indemnification or advances in whole or in part pursuant
to this Agreement shall also be indemnified by the Company, regardless of the
outcome of such action, suit or proceeding.


(d)           With
respect to any Proceeding for which indemnification is requested, the Company
will be entitled to participate therein at its own expense and, except as
otherwise provided below, to the extent that it may wish, the Company may
assume the defense thereof, with counsel satisfactory to the Indemnitee.  After notice from the Company to the
Indemnitee of its election to assume the defense of a Proceeding, the Company
will not be liable to the Indemnitee under this Agreement for any Expenses
subsequently incurred by the Indemnitee in connection with the defense thereof,
other than as provided below.  The
Company shall not settle any Proceeding in any manner which would impose any
penalty or limitation on the Indemnitee without the Indemnitee’s written
consent.  The Indemnitee shall have the
right to employ the Indemnitee’s own counsel in any Proceeding, but the fees
and expenses of such counsel incurred after notice from the Company of its
assumption of the defense of the 



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Proceeding shall be at
the expense of the Indemnitee, unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and the Indemnitee in the conduct of the defense of a Proceeding, or
(iii) the Company shall not in fact have employed counsel to assume the defense
of a Proceeding, in each of which cases the fees and expenses of the Indemnitee’s
counsel shall be advanced by the Company. 
The Company shall not be entitled to assume the defense of any
Proceeding brought by or on behalf of the Company or as to which the Indemnitee
has concluded that there may be a conflict of interest between the Company and
the Indemnitee.


10.           Limitations on Indemnification.  The Company shall make no payments pursuant
to this Agreement:


(a)           To
indemnify or advance funds to the Indemnitee for Expenses with respect to
Proceedings initiated or brought voluntarily by the Indemnitee and not by way
of defense, except with respect to Proceedings brought to establish or enforce
a right to indemnification under this Agreement or any other statute or law or
otherwise as required under California law, but such indemnification or
advancement of expenses may be provided by the Company in specific cases if the
Board of Directors finds it to be appropriate;


(b)           To
indemnify the Indemnitee for any Expenses, judgments, fines, penalties or ERISA
excise taxes sustained in any Proceeding for which payment is actually made to
the Indemnitee under a valid and collectible insurance policy, except in
respect of any excess beyond the amount of payment under such insurance;


(c)           To
indemnify the Indemnitee for any Expenses, judgments, fines or penalties
sustained in any Proceeding for an accounting of profits made from the purchase
or sale by the Indemnitee of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules
and regulations promulgated thereunder and amendments thereto or similar
provisions of any federal, state or local statutory law;


(d)           If
a court of competent jurisdiction finally determines that any indemnification
hereunder is unlawful;


(e)           To
indemnify the Indemnitee for any Expenses based upon or attributable to the
Indemnitee gaining in fact any personal profit or advantage to which the
Indemnitee was not legally entitled; and


(f)            To
indemnify the Indemnitee for any Expenses brought about or contributed to by
the dishonesty of the Indemnitee seeking payment hereunder; however,
notwithstanding the foregoing, the Indemnitee shall be protected under this
Agreement to the fullest extent permitted under law as to any claims upon which
suit may be brought against the Indemnitee by reason of any alleged dishonesty
on the Indemnitee’s part, unless a judgment or other final adjudication thereof
adverse to the Indemnitee shall 



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establish that the
Indemnitee committed (i) acts of active and deliberate dishonesty, or (ii) with
actual dishonest purpose and intent, which acts were material to the cause of
action so adjudicated.


11.           Maintenance of Liability Insurance.


(a)           The
Company hereby covenants and agrees that, as long as the Indemnitee continues
to serve as a director and/or officer of the Company and/or any wholly owned
subsidiary and thereafter as long as the Indemnitee may be subject to any
possible Proceeding, the Company, subject to subsection (c) below, shall
promptly obtain and maintain in full force and effect directors’ and officers’
liability insurance (“D&O Insurance”) in reasonable amounts from
established and reputable insurers.


(b)           In
all D&O Insurance policies, the Indemnitee shall be named as an insured in
such a manner as to provide the Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the directors and officers of the
Company and its wholly owned subsidiaries.


(c)           Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain
D&O Insurance if the Company determines, in its sole discretion, that such
insurance is not reasonably available, the premium costs for such insurance are
disproportionate to the amount of coverage provided, the coverage provided by
such insurance is so limited by exclusions that it provides an insufficient
benefit, or the Indemnitee is covered by similar insurance maintained by a
subsidiary of the Company.  If the
Company makes such a determination, it shall notify the Indemnitee within 30
calendar days.


12.           Indemnification Hereunder Not Exclusive.  The indemnification provided by this
Agreement shall not be deemed exclusive of any other rights to which the
Indemnitee may be entitled under the Company’s Articles of Incorporation, the
Company’s Bylaws, any agreement, vote of shareholders or disinterested
directors of the Company, provision of California law, or otherwise, both as to
action in the Indemnitee’s official capacity and as to action in another
capacity on behalf of the Company or any wholly owned subsidiary while holding
such office.


13.           Successors and Assigns.  This Agreement shall be binding upon, and
shall inure to the benefit of the Indemnitee and the Indemnitee’s heirs,
executors, administrators and assigns, whether or not Indemnitee has ceased to
be a director and/or officer of the Company or any wholly owned subsidiary or
any director and/or officer of any of their successors and assigns.


14.           Merger, Consolidation or Change in Control.  If the Company is a constituent corporation
in a merger or consolidation, whether the Company is the resulting or surviving
corporation or is absorbed as a result thereof, or if there is a Change in
Control of the Company, Indemnitee shall stand in the same position under this
Agreement with respect to the resulting, 



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surviving or changed
corporation as Indemnitee would have with respect to the Company if its
separate existence had continued or if there had been no Change in the Control
of the Company.


15.           Severability.  Each and every paragraph, sentence, term and
provision of this Agreement is separate and distinct so that if any paragraph,
sentence, term or provision hereof shall be held to be invalid or unenforceable
for any reason, such invalidity or unenforceability shall not affect the
validity or enforceability of any other paragraph, sentence, term or provision
hereof.  To the extent required, any
paragraph, sentence, term or provision of this Agreement may be modified by a
court of competent jurisdiction to preserve its validity and to provide the
Indemnitee with the broadest possible indemnification permitted under
applicable law.


16.           Savings Clause.  If this Agreement or any paragraph, sentence,
term or provision hereof is invalidated on any ground by any court of competent
jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any
Expenses, judgments, fines, penalties or ERISA excise taxes incurred with
respect to any Proceeding to the fullest extent permitted by any applicable
paragraph, sentence, term or provision of this Agreement that has not been invalidated
or by any other applicable provision of applicable law.


17.           Interpretation; Governing Law.  This Agreement shall be construed as a whole
and in accordance with its fair meaning. 
Headings are for convenience only and shall not be used in construing
meaning.  This Agreement shall be
governed and interpreted in accordance with the laws of the State of
California.


18.           Amendments.  No amendment, waiver, modification,
termination or cancellation of this Agreement shall be effective unless in
writing signed by the party against whom enforcement is sought.  The indemnification rights afforded to the
Indemnitee hereby are contract rights and may not be diminished, eliminated or
otherwise affected by amendments to the Company’s Articles of Incorporation,
the Company’s Bylaws or by other agreements, including directors’ and officers’
liability insurance policies.


19.           Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts haS been signed by each
party and delivered to the other.


20.           Notices.  Any notice required to be given under this
Agreement shall be directed to [NAME, ADDRESS AND ADDRESSEE], and to Indemnitee
at the address given on the signature page hereto or to such other address as
either shall designate in writing.


[Signature page to follow]



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IN WITNESS WHEREOF, the parties have executed this
Indemnification Agreement as of the date first written above.


	
  

  	
   

  	
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  [COMPANY]

  	
   

  	
   

  
	
   

  	
   

  	
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