F. Section 145 of the General Corporation Law of Delaware, under which the Company isorganized (“*Section 145*”), empowers the Company to indemnify by agreement its officers, directors,employees and agents, and persons who serve, at the request of the Company, as directors, officers,employees or agents of other corporations or enterprises, and expressly provides that theindemnification provided by Section 145 is not exclusive;G. The Company desires and has requested the Indemnitee to serve or continue to serve as arepresentatives of the Company and/or the Subsidiaries of the Company free from undue concern forclaims for damages arising out of or related to such services to the Company and/or theSubsidiaries of the Company; andH. The Indemnitee is willing to serve, or to continue to serve, the Company and/or theSubsidiaries of the Company; provided that he or she is furnished the indemnity provided forherein.NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:1. Definitions.(a) Affiliate. For purposes of this Indemnification Agreement, “*Affiliate*” of theCompany means any corporation, partnership, joint venture, trust or other enterprise in respect ofwhich the Indemnitee is or was or will be serving as a director, officer, advisory director,trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’sgoverning body (whether constituted as a board of directors, board of managers, general partner orotherwise), fiduciary, or in any other similar capacity at the direct or indirect request of theCompany, and including, but not limited to, any employee benefit plan of the Company or aSubsidiary or Affiliate of the Company.(b) Agent. For the purposes of this Indemnification Agreement, “*Agent*” of the Companymeans any person who is or was a director, officer, employee, attorney or other agent of theCompany or a Subsidiary of the Company; or is or was serving at the request of, for the convenienceof, or to represent the interest of the Company or a Subsidiary of the Company as a director,officer, employee or agent of another foreign or domestic corporation, partnership, joint venture,trust or other enterprise; or was a director, officer, employee or agent of a foreign or domesticcorporation which was a predecessor corporation of the Company or a Subsidiary of the Company, orwas a director, officer, employee or agent of another enterprise at the request of, for theconvenience of, or to represent the interests of such predecessor corporation.
 
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(c) Expenses. For purposes of this Indemnification Agreement, “*Expenses*” means alldirect and indirect costs of any type or nature whatsoever (including, without limitation, allattorneys’ fees and related disbursements, and other out-of-pocket costs) actually and reasonablyincurred by the Indemnitee in connection with either the investigation, defense or appeal of,or being a witness in, a Proceeding (as defined below) or establishing or enforcing a right toindemnification under this Indemnification Agreement, Section 145 or otherwise; provided, however,that Expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amountspaid in settlement of a Proceeding.