EXHIBIT 10.20


     

    Exhibit
      10.20


    Indemnity
      Agreement

     

    This
      indemnity agreement, dated as of January 22, 2004 (the “Effective Date”), is
      made by and between Granite
      Construction Incorporated,
      a
      Delaware corporation (the "Company"), and Michael
      F. Donnino,
      an
      Officer of the Company (the "Indemnitee"). This indemnity agreement, amended
      and
      re-drafted in substantially the form of the original form of indemnity agreement
      approved by the shareholders of the Company on February 22, 1990, is referred
      to
      hereinafter as the “Agreement.”

     

    Recitals

     

    A. The
      Company is aware that competent and experienced persons are increasingly
      reluctant to serve as directors or officers of corporations unless they are
      protected by comprehensive liability insurance or indemnification, due to
      increased exposure to litigation costs and risks resulting from their service
      to
      such corporations, and due to the fact that the exposure frequently bears no
      reasonable relationship to the compensation of such directors and
      officers;

     

    B. The
      statutes and judicial decisions regarding the duties of directors and officers
      are often difficult to apply, ambiguous, or conflicting, and therefore fail
      to
      provide such directors and officers with adequate, reliable knowledge of legal
      risks to which they are exposed or information regarding the proper course
      of
      action to take;

     

    C. Plaintiffs
      often seek damages in such large amounts and the costs of litigation may be
      so
      enormous (whether or not the case is meritorious), that the defense and/or
      settlement of such litigation is often beyond the personal resources of officers
      and directors;

     

    D. The
      Company believes that it is unfair for its directors and officers and the
      directors and officers of its subsidiaries to assume the risk of huge judgments
      and other expenses which may occur in cases in which the director or officer
      received no personal profit and in cases where the director or officer was
      not
      culpable; 

     

    E. The
      Company recognizes that the issues in controversy in litigation against a
      director or officer of a corporation such as the Company or a subsidiary of
      the
      Company are often related to the knowledge, motives and intent of such director
      or officer, that he/she is usually the only witness with knowledge of the
      essential facts and exculpating circumstances regarding such matters, and that
      the long period of time which usually elapses before the trial or other
      disposition of such litigation often extends beyond the time that the director
      or officer can reasonably recall such matters and may extend beyond the normal
      time for retirement for such director or officer with the result that he/she,
      after retirement or in the event of his/her death, his/her spouse, heirs,
      executors or administrators may be faced with limited ability and undue hardship
      in maintaining an adequate defense, which may discourage such a director or
      officer from serving in that position; 

     

    F. Based
      upon their experience as business managers, the Board of Directors of the
      Company (the "Board") has concluded that, to retain and attract talented and
      experienced individuals to serve as officers and directors of the Company and
      its subsidiaries and to encourage such individuals to take the business risks
      necessary for the success of the Company and its subsidiaries, it is necessary
      for the Company to contractually indemnify its officers and directors and the
      officers and directors of its subsidiaries, and to assume for itself maximum
      liability for expenses and damages in connection with claims against such
      officers and directors in connection with their service to the Company and
      its
      subsidiaries, and has further concluded that the failure to provide such
      contractual indemnification could result in great harm to the Company and its
      subsidiaries and the Company's shareholders;

     

    G. Section
      145 of the General Corporation Law of Delaware, under which the Company is
      organized ("Section 145"), empowers the Company to indemnify its officers,
      directors, employees and agents by agreement and to indemnify persons who serve,
      at the request of the Company, as the directors, officers, employees or agents
      of other corporations or enterprises, and expressly provides that the
      indemnification provided by Section 145 is not exclusive;

     

    H. The
      Company, after reasonable investigation prior to the date hereof, has determined
      that the liability insurance coverage available to the Company and its
      subsidiaries as of the date hereof is inadequate and/or unreasonably expensive.
      The Company believes, therefore, that the interests of the Company's
      shareholders would best be served by a combination of such insurance as the
      Company may obtain, or request a subsidiary to obtain, pursuant to the Company's
      obligations hereunder and the indemnification by the Company of the directors
      and officers of the Company and its subsidiaries;

     

    I. The
      Company desires and has requested the Indemnitee to serve or continue to serve
      as a director or officer of the Company and/or one or more subsidiaries of
      the
      Company free from undue concern for claims for damages arising out of or related
      to such services to the Company and/or one or more subsidiaries of the Company;
      and 

     

    J. The
      Indemnitee is willing to serve, or to continue to serve, the Company and/or
      one
      or more subsidiaries of the Company, provided that he/she is furnished the
      indemnity provided for herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agreement

     

    NOW,
      THEREFORE, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    1. Definitions.

     

    (a) Agent. For
      the
      purposes of this Agreement, "agent" of the Company means any person who is
      or
      was a director, officer, employee or other agent of the Company or a subsidiary
      of the Company; or is or was serving at the request of, for the convenience
      of,
      or to represent the interests 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 domestic corporation which was a
      predecessor corporation of the Company or a subsidiary of the Company, or was
      a
      director, officer, employee or agent of another enterprise at the request of,
      for the convenience of, or to represent the interests of such predecessor
      corporation.

     

    (b) Expenses.
      For
      purposes of this Agreement, "expenses" includes all out-of-pocket and indirect
      costs of any type or nature whatsoever (including, without limitation, all
      attorneys' fees and related disbursements, other out-of-pocket costs actually
      and reasonably incurred by the Indemnitee in connection with either the
      investigation, defense or appeal of a proceeding or establishing or enforcing
      a
      right to indemnification under this Agreement, Section 145 or otherwise;
      provided, however, that “expenses” shall not include any judgments, fines, ERISA
      excise taxes or penalties or amounts paid in settlement of a
      proceeding.

     

    (c) Proceeding.
      For the
      purposes of this Agreement, "proceeding" means any threatened, pending, or
      completed action, suit or other proceeding, whether civil, criminal,
      administrative, investigative or any other type whatsoever.

     

    (d) Subsidiary.
      For
      purposes of this Agreement, "subsidiary" means any corporation of which more
      than 50% of the outstanding voting securities is owned directly or indirectly
      by
      the Company, by the Company and one or more other subsidiaries, or by one or
      more other subsidiaries.

    
       

      2. Agreement
        to Serve.
        The
        Indemnitee agrees to serve and/or continue to serve as an agent of the Company,
        at its will (or under separate agreement, if such agreement exists), in the
        capacity Indemnitee currently serves as an agent of the Company, so long
        as
        he/she is duly appointed or elected and qualified in accordance with the
        applicable provisions of the bylaws of the Company or any subsidiary of the
        Company or until such time as he/she tenders his/her resignation in writing,
        provided, however, that nothing contained in this Agreement is intended to
        create any right to continued employment by Indemnitee.

    

     

    3. Liability
      Insurance.
      

     

    (a) Maintenance.
      The
      Company hereby covenants and agrees that, so long as the Indemnitee shall
      continue to serve as an agent of the Company and thereafter so long as the
      Indemnitee shall be subject to any possible proceeding by reason of the fact
      that the Indemnitee was an agent of the Company, the Company, subject to Section
      3(c), 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) Rights
      and Benefits.
      In all
      policies of D&O Insurance, 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 Company's directors, if the
      Indemnitee is a director; or of the Company's officers, if the Indemnitee is
      not
      a director of the Company but is an officer; or of the Company's key employees,
      if the Indemnitee is not an officer or director but is a key
      employee.

     

    (c) Limitations.
      Notwithstanding the foregoing, the Company shall have no obligation to obtain
      or
      maintain D&O Insurance if the Company determines in good faith 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 limited by exclusions so as to provide an insufficient
      benefit, or the Indemnitee is covered by similar insurance maintained by a
      subsidiary of the Company.

     

    4. Mandatory
      Indemnification.
      The
      Company shall indemnify the Indemnitee as follows:

     

    (a) Third
      Party Actions.
      If the
      Indemnitee is a person who was or is a party or is threatened to be made a
      party
      to any proceeding (other than an action by or in the right of the Company)
      by
      reason of the fact that he/she is or was an agent of the Company, or by reason
      of anything done or not done by him/her in any such capacity, the Company shall
      indemnify the Indemnitee against any and all expenses and liabilities of any
      type whatsoever (including, but not limited to, judgments, fines, ERISA excise
      taxes or penalties, and amounts paid in settlement) actually and reasonably
      incurred by him/her in connection with the investigation, defense, settlement
      or
      appeal of such proceeding if he/she acted in good faith and in a manner he/she
      reasonably believed to be in or not opposed to the best interests of the
      Company, and, with respect to any criminal action or proceeding, had no
      reasonable cause to believe his/her conduct was unlawful; and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Derivative
      Actions.
      If the
      Indemnitee is a person who was or is a party or is threatened to be made a
      party
      to any proceeding by or in the right of the Company to procure a judgment in
      its
      favor by reason of the fact that he/she is or was an agent of the Company,
      or by
      reason of anything done or not done by him/her in any such capacity, the Company
      shall indemnify the Indemnitee against all expenses actually and reasonably
      incurred by him/her in connection with the investigation, defense, settlement,
      or appeal of such proceeding if he/she acted in good faith and in a manner
      he/she reasonably believed to be in or not opposed to the best interests of
      the
      Company; except that no indemnification under this subsection 4(b) shall be
      made
      in respect of any claim, issue or matter as to which such person shall have
      been
      finally adjudged to be liable to the Company unless and only to the extent
      that
      the Court of Chancery or the court in which such proceeding was brought shall
      determine upon application that, despite the adjudication of liability but
      in
      view of all the circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such amounts which the Court of Chancery or such
      other
      court shall deem proper; and 

     

    (c) Actions
      where Indemnitee is Deceased.
      If the
      Indemnitee is a person who was or is a party or is threatened to be made a
      party
      to any proceeding by reason of the fact that he/she is or was an agent of the
      Company, or by reason of anything done or not done by him/her in any such
      capacity, and, if prior to, during the pendency or after completion of such
      proceeding Indemnitee becomes deceased, the Company shall indemnify the
      Indemnitee’s heirs, executors and administrators against any and all expenses
      and liabilities of any type whatsoever (including, but not limited to,
      judgments, fines, ERISA excise taxes and penalties, and amounts paid in
      settlement) actually and reasonably incurred by or for him/her in connection
      with the investigation, defense, settlement or appeal of such proceeding if
      he/she acted in good faith and in a manner he/she reasonably believed to be
      in
      or not opposed to the best interests of the Company, except that in a proceeding
      by or in the right of the Company no indemnification shall be due under the
      provisions of this subsection in respect of any claim issue or matter as to
      which such person shall have been finally adjudged to be liable to the Company,
      unless and only to the extent that the Court of Chancery or the court in which
      such proceeding was brought shall determine upon application that, despite
      the
      adjudication of liability but in view of all the circumstances of the case,
      such
      person is fairly and reasonably entitled to indemnity for such amounts which
      the
      Court of Chancery or such other court shall deem proper; and

     

    (d) Limitations.
      Notwithstanding the foregoing, the Company shall not be obligated to indemnify
      the Indemnitee for expenses or liabilities of any type whatsoever (including,
      but not limited to, judgments, fines, ERISA excise taxes or penalties, and
      amounts paid in settlement) which have been paid directly to Indemnitee by
      D&O Insurance.

     

    5. Partial
      Indemnification.
      If the
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of any expenses or liabilities of any
      type
      whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
      or penalties, and amounts paid in settlement) incurred by him/her in the
      investigation, defense, settlement or appeal of a proceeding but not entitled,
      however, to indemnification for all of the total amount thereof, the Company
      shall nevertheless indemnify the Indemnitee for such total amount except as
      to
      the portion thereof to which the Indemnitee is not entitled.

     

    6. Mandatory
      Advancement of Expenses.
      Subject
      to Section 11(a) below, the Company shall advance all expenses incurred by
      the
      Indemnitee in connection with the investigation, defense, settlement or appeal
      of any proceeding to which the Indemnitee is a party or is threatened to be
      made
      a party by reason of the fact that the Indemnitee is or was an agent of the
      Company. The Indemnitee hereby undertakes to repay such amounts advanced only
      if, and to the extent that, it shall ultimately be determined pursuant to
      Section 8 hereof that the Indemnitee is not entitled to be indemnified by the
      Company as authorized hereby. The advances to be made hereunder shall be paid
      by
      the Company to the Indemnitee within twenty (20) days following delivery of
      a
      written request therefor by the Indemnitee to the Company.

     

    7. Notice
      and Other Indemnification Procedures.
      

     

    (a) Notice
      by Indemnitee.
      Promptly after receipt by the Indemnitee of notice of the commencement of or
      the
      threat of commencement of any proceeding, the Indemnitee shall, if the
      Indemnitee believes that indemnification with respect thereto may be sought
      from
      the Company under this Agreement, notify the Company of the commencement or
      threat of commencement thereof.

     

    (b) Notice
      by Company.
      If, at
      the time of the receipt of a notice of the commencement of a proceeding pursuant
      to Section 7(a) hereof, the Company has D&O Insurance in effect, the Company
      shall give prompt notice of the commencement of such proceeding to the insurers
      in accordance with the procedures set forth in the respective policies. The
      Company shall thereafter take all necessary or desirable action to cause such
      insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
      of
      such proceeding in accordance with the terms of such policies.

     

    (c) Defense.
      In the
      event the Company shall be obligated to pay the expenses of any proceeding
      against the Indemnitee, the Company, if appropriate, shall be entitled to assume
      the defense of such proceeding, with counsel approved by the Indemnitee, upon
      the delivery to the Indemnitee of written notice of its election so to do.
      After
      delivery of such notice, approval of such counsel by the Indemnitee and the
      retention of such counsel by the Company, the Company will not be liable to
      the
      Indemnitee under this Agreement for any fees of counsel subsequently incurred
      by
      the Indemnitee with respect to the same proceeding, provided that (i) the
      Indemnitee shall have the right to employ his/her counsel in any such proceeding
      at the Indemnitee's expense; and (ii) if (A) the employment of counsel by the
      Indemnitee has been previously authorized by the Company, (B) the Indemnitee
      shall have reasonably concluded that there may be a conflict of interest between
      the Company and the Indemnitee in the conduct of any such defense or (C) the
      Company shall not, in fact, have employed counsel to assume the defense of
      such
      proceeding, the fees and expenses of Indemnitee's counsel shall be at the
      expense of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. Determination
      of Right to Indemnification.

     

    (a) Successful
      Defense.
      To the
      extent the Indemnitee has been successful on the merits or otherwise in defense
      of any proceeding referred to in subsections 4(a), 4(b), or 4(c) of this
      Agreement or in the defense of any claim, issue or matter described therein,
      the
      Company shall indemnify the Indemnitee against expenses actually and reasonably
      incurred by him/her in connection with the investigation, defense, or appeal
      of
      such proceeding.

     

    (b) In
      the event that Section 8(a) is inapplicable,
      the
      Company shall also indemnify the Indemnitee unless, and except to the extent
      that, the Company shall prove by clear and convincing evidence to a forum listed
      in Section 8(c) below that the Indemnitee has not met the applicable standard
      of
      conduct required to entitle the Indemnitee to such indemnification.

     

    (c) Selection
      of Forum.
      The
      Indemnitee shall be entitled to select the forum in which the validity of the
      Company's claim under Section 8(b) hereof that the Indemnitee is not entitled
      to
      indemnification will be heard from among the following:

     

    (1) A
      quorum
      of the Board consisting of directors who are not parties to the proceeding
      for
      which indemnification is being sought;

     

    (2) The
      shareholders of the Company;

     

    (3) Legal
      counsel selected by the Indemnitee, and reasonably approved by the Board, which
      counsel shall make such determination in a written opinion; or 

     

    (4) A
      panel
      of three arbitrators, one of whom is selected by the Company, another of whom
      is
      selected by the Indemnitee and the last of whom is selected by the first two
      arbitrators so selected.

     

    (d) Submission
      to Forum.
      As soon
      as practicable, and in no event later than thirty (30) days after written notice
      of the Indemnitee's choice of forum pursuant to Section 8(c) above, the Company
      shall, at its own expense, submit to the selected forum in such manner as the
      Indemnitee or the Indemnitee's counsel may reasonably request, its claim that
      the Indemnitee is not entitled to indemnification; and the Company shall act
      in
      the utmost good faith to assure the Indemnitee a complete opportunity to defend
      against such claim.

     

    (e) Application
      to Court of Chancery.
      Notwithstanding a determination by any forum listed in Section 8(c) hereof
      that
      the Indemnitee is not entitled to indemnification with respect to a specific
      proceeding, the Indemnitee shall have the right to apply to the Court of
      Chancery of Delaware, the court in which that proceeding is or was pending
      or
      any other court of competent jurisdiction, for the purpose of enforcing the
      Indemnitee's right to indemnification pursuant to this Agreement.

     

    (f) Expenses
      Related to this Agreement.
      Notwithstanding any other provision in this Agreement to the contrary, the
      Company shall indemnify the Indemnitee against all expenses incurred by the
      Indemnitee in connection with any hearing or proceeding under this Section
      8
      involving the Indemnitee and against all expenses incurred by the Indemnitee
      in
      connection with any other proceeding between the Company and the Indemnitee
      involving the interpretation or enforcement of the rights of the Indemnitee
      under this Agreement unless a court of competent jurisdiction finds that each
      of
      the claims and/or defenses of the Indemnitee in any such proceeding was
      frivolous or made in bad faith.

     

    9. Limitation
      of Actions and Release of Claims.
      No
      proceeding shall be brought and no cause of action shall be asserted by or
      on
      behalf of the Company or any subsidiary against the Indemnitee, his/her spouse,
      heirs, estate, executors or administrators after the expiration of one year
      from
      the act or omission of the Indemnitee upon which such proceeding is based;
      however, in a case where the Indemnitee fraudulently conceals the facts
      underlying such cause of action, no proceeding shall be brought and no cause
      of
      action shall be asserted after the expiration of one year from the earlier
      of
      (i) the date the Company or any subsidiary of the Company discovers such facts,
      or (ii) the date the Company or any subsidiary of the Company could have
      discovered such facts by the exercise of reasonable diligence. Any claim or
      cause of action of the Company or any subsidiary of the Company, including
      claims predicated upon the negligent act or omission of the Indemnitee, shall
      be
      extinguished and deemed released unless asserted by filing of a legal action
      within such period. This Section 9 shall not apply to any cause of action which
      has accrued on the date hereof and of which the Indemnitee is aware on the
      date
      hereof, but as to which the Company has no actual knowledge apart from the
      Indemnitee's knowledge.

     

    10. Shareholder
      Ratification.
      Unless
      the form of this Agreement has been approved by the shareholders of the Company,
      this Agreement shall be expressly subject to ratification by such shareholders.
      If the form of this Agreement is not so ratified and/or approved by such
      shareholders before the effective date of this Agreement, or within one year
      after the effective date hereof, this Agreement shall be void.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11. Exceptions.
      Any
      other provision herein to the contrary notwithstanding, the Company shall not
      be
      obligated pursuant to the terms of this Agreement:

     

    (a) Claims
      Initiated by Indemnitee.
      To
      indemnify or advance expenses to the Indemnitee with respect to proceedings
      or
      claims 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 Section 145, 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; or

     

    (b) Lack
      of Good Faith.
      To
      indemnify the Indemnitee for any expenses incurred by the Indemnitee with
      respect to any proceeding instituted by the Indemnitee to enforce or interpret
      this Agreement, if a court of competent jurisdiction determines that each of
      the
      material assertions made by the Indemnitee in such proceeding was not made
      in
      good faith or was frivolous; or

     

    (c)
       Unauthorized
      Settlements.
      To
      indemnify the Indemnitee under this Agreement for any amounts paid in settlement
      of a proceeding effected within seven (7) calendar days after delivery by the
      Indemnitee to the Company of the notice provided for in Section 7(a) hereof
      unless the Company consents to such settlement.

     

    12. Non-exclusivity.
      The
      provisions for indemnification and advancement of expenses set forth in this
      Agreement shall not be deemed exclusive of any other rights which the Indemnitee
      may have under any provision of law, the Company's Certificate of Incorporation
      or Bylaws, the vote of the Company's shareholders or disinterested directors,
      other agreements, or otherwise, both as to action in his/her official capacity
      and to action in another capacity while occupying his/her position as an agent
      of the Company, and the Indemnitee's rights hereunder shall continue after
      the
      Indemnitee has ceased acting as an agent of the Company and shall inure to
      the
      benefit of the heirs, executors and administrators of the
      Indemnitee.

     

    13. Interpretation
      of Agreement.
      It is
      understood that the parties hereto intend this Agreement to be interpreted
      and
      enforced so as to provide indemnification to the Indemnitee to the fullest
      extent now or hereafter permitted by law.

     

    14. Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever, (i) the validity, legality and
      enforceability of the remaining provisions of the Agreement (including without
      limitation, all portions of any paragraphs of this Agreement containing any
      such
      provision held to be invalid, illegal or unenforceable, that are not themselves
      invalid, illegal or unenforceable) shall not in any way be affected or impaired
      thereby, and (ii) to the fullest extent possible, the provisions of this
      Agreement (including, without limitation, all portions of any paragraph of
      this
      Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that are not themselves invalid, illegal or unenforceable) shall
      be construed so as to give effect to the intent manifested by the provision
      held
      invalid, illegal or unenforceable and to give effect to Section 13
      hereof.

     

    15. Modification
      and Waiver.
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by both of the parties hereto. No waiver of any of the
      provisions of this Agreement shall be deemed or shall constitute a waiver of
      any
      other provision hereof (whether or not similar) nor shall such waiver constitute
      a continuing waiver.

     

    16. Successors
      and Assigns.
      The
      terms of this Agreement shall bind, and shall inure to the benefit of, the
      successors and assigns of the parties hereto.

     

    17. Notice.
       All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed duly given (i) if delivered by hand and
      receipted for by the party addressee, or (ii) if mailed by certified or
      registered mail with postage prepaid, on the third business day after the
      mailing date. Addresses for notice to either party are as shown on the signature
      page of this Agreement or as subsequently modified by written
      notice.

     

    18. Governing
      Law.
      This
      Agreement shall be governed exclusively by and construed according to the laws
      of the State of Delaware, as applied to contracts between Delaware residents
      entered into and to be performed entirely within Delaware.

     

    19. Consent
      to Jurisdiction.
      The
      Company and the Indemnitee each hereby irrevocably consent to the jurisdiction
      of the courts of the State of Delaware for all purposes in connection with
      any
      action or proceeding which arises out of or relates to this Agreement and agree
      that any action instituted under this Agreement shall be brought only in the
      state courts of the State of Delaware.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      parties hereto have entered into this Agreement effective as of the Effective
      Date.

     

    Granite
      Construction Incorporated

     

    Address:

    585
      West
      Beach Street

    Watsonville,
      California 95076

     

    By:
      /s/
      William G. Dorey   

    William
      G. Dorey

    President
      and CEO

     

    Indemnitee:

     

    /s/
      Michael Donnino

    Michael
      F. Donnino

     

    Address:

    5100
      Knights Court

    Flower
      Mound, TX 75022