**Exhibit 10.15**

INDEMNITY AGREEMENT

This Indemnity Agreement(“Agreement”) is made as of September 28, 2006 by and between Interpool, Inc., aDelaware corporation (the “Company”), and Michael S. Mathews(“Indemnitee”). 

RECITALS 

          WHEREAS, highly competent persons have become more reluctant to serve asdirectors or in other capacities unless they are provided with adequateprotection through insurance and adequate indemnification against inordinaterisks of claims and actions against them arising out of their service to andactivities on behalf of the corporation. 

          WHEREAS, Article VI of the Amended and Restated By-laws of the Company andArticle XII of the Amended and Restated Certificate of Incorporation of theCompany provide for indemnification of the officers and directors of theCompany. Officers and directors may also be entitled to indemnification pursuantto applicable provisions of the Delaware General Corporation Law(“DGCL”). The indemnification provisions set forth therein are notexclusive, and contracts may be entered into between the Company and members ofthe board of directors, officers and other persons with respect toindemnification. 

          WHEREAS, pursuant to resolutions of the Company’s Board of Directorsadopted on August 31, 2006 Indemnitee was appointed as a member of a SpecialCommittee of the Board of Directors of the Company (the “SpecialCommittee”) for the purpose of considering, negotiating the terms of andmaking recommendations to the Company’s Board of Directors with respect topotential proposals to be made to acquire the Company (the“Transaction”); 

          WHEREAS, it is reasonable, prudent and necessary for the Company contractuallyto obligate itself to indemnify, and to advance expenses on behalf of,Indemnitee to the fullest extent permitted by applicable law, as a supplement toand in furtherance of Article VI of the Amended and Restated By-laws of theCompany and the Amended and Restated Certificate of Incorporation of theCompany, so that Indemnitee will serve or continue to serve as a member of theSpecial Committee free from undue concern that Indemnitee will not be soindemnified. 

          WHEREAS, in order to induce Indemnitee to serve as a member of the SpecialCommittee and to accept the additional duties, responsibilities and burdens ofsuch service, the Company wishes to provide Indemnitee with the compensation andindemnification arrangements set forth herein; and 

          WHEREAS, Indemnitee is willing to serve, continue to serve and to take onadditional service for or on behalf of the Company on the condition thatIndemnitee be so indemnified hereunder. 

          NOW, THEREFORE, in consideration of the premises and the covenants containedherein, the Company and Indemnitee do hereby covenant and agree as follows:

          1.      **Service on the Special Committee.**  Indemnitee hereby agrees to serve as a member of the Special Committee so longas such appointment by the Board shall remain in effect. Indemnitee may,however, resign from such position at any time and for any reason or for noreason. The Company’s obligation to indemnify Indemnitee as set forth inthis Agreement shall continue in full force and effect notwithstanding any suchtermination of appointment or resignation. 

          2.      **Definitions.**  As used in this Agreement:

                    (a)      With the exception of Section 21 of thisAgreement, references to “agent” shall mean any person who is or was adirector, officer, or employee of the Company or a Subsidiary of the Company orother person authorized by the Company to act for the Company, to include suchperson serving in such capacity as a director, officer, employee, fiduciary orother official of another corporation, partnership, limited liability company,joint venture, trust or other business operation at the request of, for theconvenience of, or to represent the interests of the Company or a Subsidiary ofthe Company. 

                    (b)      “Delaware Court” shall mean theCourt of Chancery of the State of Delaware. 

                    (c)      “Disinterested Director” shall meana director of the Company who is not and was not a party to the Proceeding (asdefined below) in respect of which indemnification is sought by Indemnitee.

                    (d)      “Expenses” shall includeattorneys’ fees and costs, retainers, court costs, transcript costs, feesof experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees, and all otherreasonable disbursements or expenses in connection with prosecuting, defending,preparing to prosecute or defend, investigating, being or preparing to be awitness in, or otherwise participating in, a Proceeding. Expenses also shallinclude Expenses incurred in connection with any appeal resulting from anyProceeding, including without limitation the premium, security for, and othercosts relating to any cost bond, supersedeas bond, or other appeal bond or itsequivalent. Expenses, however, shall not include amounts paid in settlement byIndemnitee or the amount of judgments or fines against Indemnitee. 

                    (e)      “Independent Counsel” shall mean alaw firm or a member of a law firm that is experienced in matters of corporationlaw and neither presently is, nor in the past five years has been, retained torepresent: (i) the Company or Indemnitee in any matter material to either suchparty (other than with respect to matters concerning the Indemnitee under thisAgreement, or of other indemnitees under similar indemnification agreements); or(ii) any other party to the Proceeding giving rise to a claim forindemnification hereunder. Notwithstanding the foregoing, the term“Independent Counsel” shall not include any person who, under theapplicable standards of professional conduct then prevailing, would have aconflict of interest in representing either the Company or Indemnitee in anaction to determine Indemnitee’s rights under this Agreement. 

                    (f)      The term “Proceeding” shall includeany threatened, pending or completed action, suit, arbitration, alternatedispute resolution mechanism, investigation, inquiry, administrative hearing orany other actual, threatened or completed proceeding, whether brought in theright of the Company or otherwise and whether of a civil (including intentionalor unintentional tort claims), criminal, administrative or investigative nature,in which Indemnitee was, is or will be involved as a party or otherwise byreason of the fact that Indemnitee is or was a member of the Special Committeeor is or was a director or agent of the Company or by reason of any action (orfailure to act) taken by Indemnitee or of any action (or failure to act) onIndemnitee’s part while acting as a member of the Special Committee or as adirector or agent of the Company, in each case whether or not serving in suchcapacity at the time any liability or Expense is incurred for whichindemnification, reimbursement, or advancement of Expenses can be provided underthis Agreement. 

                    (g)      The term “Subsidiary,” with respectto any person, shall mean any corporation or other entity of which a majority ofthe voting power or the voting equity securities or equity interest is owned,directly or indirectly, by that person. 

          3.      **Indemnity in Third-Party Proceedings.**  The Company shall indemnify and hold harmless Indemnitee in accordance with theprovisions of this Section 3 if Indemnitee was, is, or is threatened to be made,a party to or a participant (as a witness or otherwise) in any Proceeding, otherthan a Proceeding by or in the right of the Company to procure a judgment in itsfavor. Pursuant to this Section 3, Indemnitee shall be indemnified against allExpenses, judgments, liabilities, fines, penalties and amounts paid insettlement (including all interest, assessments and other charges paid orpayable in connection with or in respect of such Expenses, judgments, fines,penalties and amounts paid in settlement) actually and reasonably incurred byIndemnitee or on Indemnitee’s behalf in connection with such Proceeding orany claim, issue or matter therein, if Indemnitee acted in good faith and in amanner Indemnitee reasonably believed to be in or not opposed to the bestinterests of the Company and, in the case of a criminal Proceeding, had noreasonable cause to believe that Indemnitee’s conduct was unlawful.

          4.      **Indemnity in Proceedings by or in the Rightof the Company.**  The Company shall indemnify and hold harmlessIndemnitee in accordance with the provisions of this Section 4 if Indemniteewas, is, or is threatened to be made, a party to or a participant (as a witnessor otherwise) in any Proceeding by or in the right of the Company to procure ajudgment in its favor. Pursuant to this Section 4, Indemnitee shall beindemnified against all Expenses actually and reasonably incurred by Indemniteeor on Indemnitee’s behalf in connection with such Proceeding 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 ofthe Company. No indemnification for Expenses shall be made under this Section 4in respect of any claim, issue or matter as to which Indemnitee shall have beenfinally adjudged by a court to be liable to the Company, unless and only to theextent that any court in which the Proceeding was brought or the Delaware Courtshall determine upon application that, despite the adjudication of liability butin view of all the circumstances of the case, Indemnitee is fairly andreasonably entitled to indemnification. 

          5.     **Indemnification for Expenses of a Party Whois Wholly or Partly Successful.**  Notwithstanding any otherprovisions of this Agreement, to the extent that Indemnitee is a party to (or aparticipant in) and is successful, on the merits or otherwise, in any Proceedingor in defense of any claim, issue or matter therein, in whole or in part, theCompany shall indemnify and hold harmless Indemnitee against all Expensesactually and reasonably incurred by Indemnitee in connection therewith. IfIndemnitee is not wholly successful in such Proceeding but is successful, on themerits or otherwise, as to one or more but less than all claims, issues ormatters in such Proceeding, the Company shall indemnify and hold harmlessIndemnitee against all Expenses actually and reasonably incurred by Indemniteeor on Indemnitee’s behalf in connection with each successfully resolvedclaim, issue or matter. If the Indemnitee is not wholly successful in suchProceeding, the Company also shall indemnify and hold harmless Indemniteeagainst all Expenses reasonably incurred in connection with a claim, issue ormatter related to any claim, issue, or matter on which the Indemnitee wassuccessful. For purposes of this Section and without limitation, the terminationof any claim, issue or matter in such a Proceeding by dismissal, with or withoutprejudice, shall be deemed to be a successful result as to such claim, issue ormatter. 

          6.      **Indemnification For Expenses of a Witness.**  Notwithstanding any other provision of this Agreement, to the extent thatIndemnitee is, by reason of the fact that Indemnitee is or was a member of theSpecial Committee, a witness in any Proceeding to which Indemnitee is not aparty, Indemnitee shall be indemnified and held harmless against all Expensesactually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection therewith. 

          7.      **Additional Indemnification.**  

                    (a)      Notwithstanding any limitation in Sections 3,4, or 5, the Company shall indemnify Indemnitee to the fullest extent permittedby applicable law if Indemnitee is a party to or threatened to be made a partyto any Proceeding (including a Proceeding by or in the right of the Company toprocure a judgment in its favor) against all Expenses, judgments, fines andamounts paid in settlement actually and reasonably incurred by Indemnitee inconnection with the Proceeding. 

                    (b)      For purposes of Section 7(a), the meaning ofthe phrase “to the fullest extent permitted by applicable law” shallinclude, but not be limited to: 

                               i.      to the fullest extent permitted by theprovision of the DGCL that authorizes or contemplates additional indemnificationby agreement, or the corresponding provision of any amendment to or replacementof the DGCL, and 

                               ii.      to the fullest extent authorized or permittedby any amendments to or replacements of the DGCL adopted after the date of thisAgreement that increase the extent to which a corporation may indemnify itsofficers and directors. 

          8.      **Contribution in the Event of JointLiability.**   

                    (a)      To the fullest extent permissible underapplicable law, if the indemnification and hold harmless rights provided for inthis Agreement are unavailable to Indemnitee in whole or in part for any reasonwhatsoever, the Company, in lieu of indemnifying and holding harmlessIndemnitee, shall pay, in the first instance, the entire amount incurred byIndemnitee, whether for judgments, liabilities, fines, penalties, amounts paidor to be paid in settlement or for Expenses, in connection with any Proceedingwithout requiring Indemnitee to contribute to such payment, and the Companyhereby waives and relinquishes any right of contribution it may have at any timeagainst Indemnitee. 

                    (b)      The Company shall not enter into anysettlement of any Proceeding in which the Company is jointly liable withIndemnitee (or would be if joined in such Proceeding) unless such settlementprovides for a full and final release of all claims asserted against Indemnitee.

                    (c)      The Company hereby agrees to fully indemnifyand hold harmless Indemnitee from any claims for contribution which may bebrought by officers, directors or employees of the Company who may be jointlyliable with Indemnitee. 

          9.      **Exclusions.**  Notwithstanding anyprovision in this Agreement, the Company shall not be obligated under thisAgreement to make any indemnity in connection with any claim made againstIndemnitee: 

                    (a)      for which payment has actually been receivedby or on behalf of Indemnitee under any insurance policy or other indemnityprovision, except with respect to any excess beyond the amount actually receivedunder any insurance policy, contract, agreement, other indemnity provision orotherwise; 

                    (b)      except as otherwise provided in Section 14(e)hereof, in connection with any Proceeding (or any part of any Proceeding)initiated by Indemnitee, including any Proceeding (or any part of anyProceeding) initiated by Indemnitee against the Company or its directors,officers, employees or other indemnitees, unless the Board authorized theProceeding (or any part of any Proceeding) prior to its initiation; 

                    (c)      if such indemnification is not lawful;

                    (d)      if Indemnitee’s conduct giving rise tothe claim with respect to which indemnification is requested was knowinglyfraudulent, a knowing violation of law, deliberately dishonest or in bad faithor constituted willful misconduct; 

                    (e)      in respect of any claim based upon orattributable to Indemnitee gaining in fact any personal profit or advantage towhich Indemnitee was not legally entitled.          

          10.       **Advances of Expenses; Defenseof Claim.**

                    (a)      Notwithstanding any provision of thisAgreement to the contrary, and to the fullest extent not prohibited byapplicable law, the Company shall advance the Expenses reasonably incurred byIndemnitee (or reasonably expected by Indemnitee to be incurred by Indemniteewithin three months) in connection with any Proceeding within ten (10) daysafter the receipt by the Company of a statement or statements requesting suchadvances from time to time, whether prior to or after final disposition of anyProceeding. Advances shall be unsecured and interest free. Advances shall bemade without regard to Indemnitee’s ability to repay the Expenses andwithout regard to Indemnitee’s ultimate entitlement to indemnificationunder the other provisions of this Agreement. Advances shall include any and allreasonable Expenses incurred pursuing a Proceeding to enforce this right ofadvancement, including Expenses incurred preparing and forwarding statements tothe Company to support the advances claimed. The Indemnitee shall qualify foradvances, to the fullest extent permitted by applicable law, solely upon theexecution and delivery to the Company of an undertaking providing that theIndemnitee undertakes to repay the advance to the extent that it is ultimatelydetermined that Indemnitee is not entitled to be indemnified by the Companyunder the provisions of this Agreement, the Amended and Restated Certificate ofIncorporation of the Company, the Amended and Restated By-laws of the Company,applicable law or otherwise. This Section 10(a) shall not apply to any claimmade by Indemnitee for which indemnity is excluded pursuant to Section 9.

                    (b)      The Company will be entitled to participate inthe Proceeding at its own expense. 

                    (c)      The Company shall not settle any action, claimor Proceeding (in whole or in part) that would impose any Expense, judgment,fine, penalty or limitation on the Indemnitee without the Indemnitee’sprior written consent. 

          11.     **Procedure for Notification and Applicationfor Indemnification.**

                    (a)      Indemnitee shall notify the Company in writingpromptly upon being served with any summons, citation, subpoena, complaint,indictment, information or other document relating to any Proceeding or matterthat may be subject to indemnification or advancement of Expenses coveredhereunder. The failure of Indemnitee to so notify the Company shall not relievethe Company of any obligation that it may have to the Indemnitee under thisAgreement, or otherwise. 

                    (b)      Indemnitee may deliver to the Company awritten application to indemnify and hold harmless Indemnitee in accordance withthis Agreement. Such application(s) may be delivered from time to time and atsuch time(s) as Indemnitee deems appropriate in Indemnitee’s solediscretion. Following such a written application for indemnification byIndemnitee, the Indemnitee’s entitlement to indemnification shall bedetermined according to Section 12(a) of this Agreement. 

          12.     **Procedure Upon Application forIndemnification.**

                    (a)      A determination, if required by applicablelaw, with respect to Indemnitee’s entitlement to indemnification shall bemade in the specific case by one of the following methods: (i) by a majorityvote of the Disinterested Directors, even though less than a quorum of the Boardor (ii) by Independent Counsel in a written opinion to the Board, a copy ofwhich shall be delivered to Indemnitee. The Company promptly will adviseIndemnitee in writing with respect to any determination that Indemnitee is or isnot entitled to indemnification, including a description of any reason or basisfor which indemnification has been denied. If it is so determined thatIndemnitee is entitled to indemnification, payment to Indemnitee shall be madewithin ten (10) days after such determination. Indemnitee shall reasonablycooperate with the person, persons or entity making such determination withrespect to Indemnitee’s entitlement to indemnification, including providingto such person, persons or entity upon reasonable advance request anydocumentation or information which is not privileged or otherwise protected fromdisclosure and which is reasonably available to Indemnitee and reasonablynecessary to such determination. Any costs or Expenses (includingattorneys’ fees and disbursements) incurred by Indemnitee in so cooperatingwith the person, persons or entity making such determination shall be borne bythe Company (irrespective of the determination as to Indemnitee’sentitlement to indemnification) and the Company hereby indemnifies and agrees tohold Indemnitee harmless therefrom. 

                    (b)      In the event the determination of entitlementto indemnification is to be made by Independent Counsel pursuant to Section12(a) hereof, the Independent Counsel shall be selected as provided in thisSection 12(b). The Independent Counsel shall be selected by Indemnitee (unlessIndemnitee shall request that such selection be made by the Board), andIndemnitee shall give written notice to the Company advising it of the identityof the Independent Counsel so selected and certifying that the IndependentCounsel so selected meets the requirements of “Independent Counsel” asdefined in Section 2 of this Agreement. If the Independent Counsel is selectedby the Board, the Company shall give written notice to Indemnitee advisingIndemnitee of the identity of the Independent Counsel so selected and certifyingthat the Independent Counsel so selected meets the requirements of“Independent Counsel” as defined in Section 2 of this Agreement. Ineither event, Indemnitee or the Company, as the case may be, may, within ten(10) days after such written notice of selection shall have been received,deliver to the Company or to Indemnitee, as the case may be, a written objectionto such selection; provided, however, that such objection may beasserted only on the ground that the Independent Counsel so selected does notmeet the requirements of “Independent Counsel” as defined in Section 2of this Agreement, and the objection shall set forth with particularity thefactual basis of such assertion. Absent a proper and timely objection, theperson so selected shall act as Independent Counsel. If such written objectionis so made and substantiated, the Independent Counsel so selected may not serveas Independent Counsel unless and until such objection is withdrawn or a courtof competent jurisdiction has determined that such objection is without merit.If, within twenty (20) days after submission by Indemnitee of a written requestfor indemnification pursuant to Section 11(b) hereof, no Independent Counselshall have been selected and not objected to, either the Company or Indemniteemay petition the Delaware Court for resolution of any objection which shall havebeen made by the Company or Indemnitee to the other’s selection ofIndependent Counsel or for the appointment as Independent Counsel of a personselected by the Delaware Court, and the person with respect to whom allobjections are so resolved or the person so appointed shall act as IndependentCounsel under Section 12(a) hereof. Upon the due commencement of any judicialproceeding or arbitration pursuant to Section 14(a) of this Agreement,Independent Counsel shall be discharged and relieved of any furtherresponsibility in such capacity (subject to the applicable standards ofprofessional conduct then prevailing). 

                    (c)      The Company agrees to pay the reasonable feesand expenses of Independent Counsel and to fully indemnify and hold harmlesssuch Independent Counsel against any and all Expenses, claims, liabilities anddamages arising out of or relating to this Agreement or its engagement pursuanthereto. 

          13.      **Presumptions and Effect of CertainProceedings.**

                    (a)      In making a determination with respect toentitlement to indemnification hereunder, the person, persons or entity makingsuch determination shall presume that Indemnitee is entitled to indemnificationunder this Agreement if Indemnitee has submitted a request for indemnificationin accordance with Section 11(b) of this Agreement, and the Company shall havethe burden of proof to overcome that presumption in connection with the makingby any person, persons or entity of any determination contrary to thatpresumption. Neither the failure of the Company (including by its directors orIndependent Counsel) to have made a determination prior to the commencement ofany action pursuant to this Agreement that indemnification is proper in thecircumstances because Indemnitee has met the applicable standard of conduct, noran actual determination by the Company (including by its directors orIndependent Counsel) that Indemnitee has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption thatIndemnitee has not met the applicable standard of conduct. 

                    (b)      If the person, persons or entity empowered orselected under Section 12 of this Agreement to determine whether Indemnitee isentitled to indemnification shall not have made a determination within thirty(30) days after receipt by the Company of the request therefor, the requisitedetermination of entitlement to indemnification shall be deemed to have beenmade and Indemnitee shall be entitled to such indemnification, absent (i) amisstatement by Indemnitee of a material fact, or an omission of a material factnecessary to make Indemnitee’s statement not materially misleading, inconnection with the request for indemnification, or (ii) a final judicialdetermination that any or all such indemnification is expressly prohibited underapplicable law; provided, however, that such 30-day period may beextended for a reasonable time, not to exceed an additional fifteen (15) days,if the person, persons or entity making the determination with respect toentitlement to indemnification in good faith requires such additional time forthe obtaining or evaluating of documentation and/or information relatingthereto. 

                    (c)      The termination of any Proceeding or of anyclaim, issue or matter therein, by judgment, order, settlement or conviction, orupon a plea of nolocontendere or its equivalent, shall not(except as otherwise expressly provided in this Agreement) of itself adverselyaffect the right of Indemnitee to indemnification or create a presumption thatIndemnitee did not act in good faith and in a manner which Indemnitee reasonablybelieved to be in or not opposed to the best interests of the Company or, withrespect to any criminal Proceeding, that Indemnitee had reasonable cause tobelieve that Indemnitee’s conduct was unlawful. 

                    (d)      For purposes of any determination of goodfaith, Indemnitee shall be deemed to have acted in good faith ifIndemnitee’s action is based on the records or books of account of theCompany, including financial statements, or on information supplied toIndemnitee by the officers of the Company in the course of their duties, or onthe advice of legal counsel for the Company or on information or records givenor reports made to the Company by an independent certified public accountant orby an appraiser or other expert selected by the Company. The provisions of thisSection 13(d) shall not be deemed to be exclusive or to limit in any way theother circumstances in which the Indemnitee may be deemed or found to have metthe applicable standard of conduct set forth in this Agreement. 

                    (e)      The knowledge and/or actions, or failure toact, of any other director, officer, trustee, partner, managing member,fiduciary, agent or employee of the Company shall not be imputed to Indemniteefor purposes of determining the right to indemnification under this Agreement.

          14.      **Remedies of Indemnitee.**

                    (a)      In the event that (i) a determination is madepursuant to Section 12 of this Agreement that Indemnitee is not entitled toindemnification under this Agreement, (ii) advancement of Expenses, to thefullest extent permitted by applicable law, is not timely made pursuant toSection 10 of this Agreement, (iii) no determination of entitlement toindemnification shall have been made pursuant to Section 12(a) of this Agreementwithin thirty (30) days after receipt by the Company of the request forindemnification, (iv) payment of indemnification is not made pursuant to Section5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10)days after receipt by the Company of a written request therefor, (v) acontribution payment is not made in a timely manner pursuant to Section 8 ofthis Agreement, or (vi) payment of indemnification pursuant to Section 3 or 4 ofthis Agreement is not made within ten (10) days after a determination has beenmade that Indemnitee is entitled to indemnification, Indemnitee shall beentitled to an adjudication by the Delaware Court to such indemnification,contribution or advancement of Expenses. Alternatively Indemnitee, atIndemnitee’s option, may seek an award in arbitration to be conducted by asingle arbitrator pursuant to the Commercial Arbitration Rules of the AmericanArbitration Association. Except as set forth herein, the provisions of Delawarelaw (without regard to its conflict of laws rules) shall apply to any sucharbitration. The Company shall not oppose Indemnitee’s right to seek anysuch adjudication or award in arbitration. 

                    (b)      In the event that a determination shall havebeen made pursuant to Section 12(a) of this Agreement that Indemnitee is notentitled to indemnification, any judicial proceeding or arbitration commencedpursuant to this Section 14 shall be conducted in all respects as a denovo trial, or arbitration, on the merits and Indemnitee shall not beprejudiced by reason of that adverse determination. In any judicial proceedingor arbitration commenced pursuant to this Section 14, Indemnitee shall bepresumed to be entitled to indemnification under this Agreement and the Companyshall have the burden of proving Indemnitee is not entitled to indemnificationor advancement of Expenses, as the case may be, and the Company may not refer toor introduce into evidence any determination pursuant to Section 12(a) of thisAgreement adverse to Indemnitee for any purpose. If Indemnitee commences ajudicial proceeding or arbitration pursuant to this Section 14, Indemnitee shallnot be required to reimburse the Company for any advances pursuant to Section 10until a final determination is made with respect to Indemnitee’sentitlement to indemnification (as to which all rights of appeal have beenexhausted or lapsed). 

                    (c)      If a determination shall have been madepursuant to Section 12(a) of this Agreement that Indemnitee is entitled toindemnification, the Company shall be bound by such determination in anyjudicial proceeding or arbitration commenced pursuant to this Section 14, absent(i) a misstatement by Indemnitee of a material fact, or an omission of amaterial fact necessary to make Indemnitee’s statement not materiallymisleading, in connection with the request for indemnification, or (ii) aprohibition of such indemnification under applicable law. 

                    (d)      The Company shall be precluded from assertingin any judicial proceeding or arbitration commenced pursuant to this Section 14that the procedures and presumptions of this Agreement are not valid, bindingand enforceable and shall stipulate in any such court or before any sucharbitrator that the Company is bound by all the provisions of this Agreement.

                    (e)      The Company shall indemnify and hold harmlessIndemnitee to the fullest extent permitted by law against all Expenses and, ifrequested by Indemnitee, shall (within ten (10) days after the Company’sreceipt of such written request) advance to Indemnitee, to the fullest extentpermitted by applicable law, such Expenses that are incurred by Indemnitee inconnection with any judicial proceeding or arbitration brought by Indemnitee (i)to enforce Indemnitee’s rights under, or to recover damages for breach of,this Agreement or any other indemnification, advancement or contributionagreement or provision of the Company’s Amended and Restated By-laws, nowor hereafter in effect, or provision of the Company’s Amended and RestatedCertificate of Incorporation, now or hereafter in effect; or (ii) for recoveryor advances under any insurance policy maintained by any person for the benefitof Indemnitee, regardless of whether Indemnitee ultimately is determined to beentitled to such indemnification, advance, contribution or insurance recovery,as the case may be. 

                    (f)      Notwithstanding anything in this Agreement tothe contrary, no determination as to entitlement to indemnification under thisAgreement shall be required to be made prior to the final disposition of theProceeding. 

          15.      **Non-Exclusivity; Survival of Rights;Insurance; Subrogation.**

                    (a)      The rights of indemnification and to receiveadvancement of Expenses as provided by this Agreement shall not be deemedexclusive of any other rights to which Indemnitee may at any time be entitledunder applicable law, the Company’s Amended and Restated By-laws, theCompany’s Amended and Restated Certificate of Incorporation, any agreement,a vote of members or a resolution of directors, or otherwise. No amendment,alteration or repeal of this Agreement or of any provision hereof shall limit orrestrict any right of Indemnitee under this Agreement in respect of any actiontaken or omitted by such Indemnitee prior to such amendment, alteration orrepeal. To the extent that a change in applicable law, whether by statute orjudicial decision, permits greater indemnification or advancement of Expensesthan would be afforded currently under Article VI of the Amended and RestatedBy-laws of the Company and Article XII of the Amended and Restated Certificateof Incorporation of the Company or this Agreement, it is the intent of theparties hereto that Indemnitee shall enjoy by this Agreement the greaterbenefits so afforded by such change. No right or remedy herein conferred isintended 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 givenhereunder or now or hereafter existing at law or in equity or otherwise. Theassertion or employment of any right or remedy hereunder, or otherwise, shallnot prevent the concurrent assertion or employment of any other right or remedy.

                    (b)      The DGCL and Article VI of the Company’sAmended and Restated By-laws and Article XII of the Company’s Amended andRestated Certificate of Incorporation permit the Company to purchase andmaintain insurance or furnish similar protection or make other arrangements(“Indemnification Arrangements”) on behalf of Indemnitee against anyliability asserted against Indemnitee or incurred by or on behalf of Indemnitee,or arising out of the fact that Indemnitee is a member of the Special Committee,whether or not the Company would have the power to indemnify Indemnitee againstsuch liability under the provisions of this Agreement or under the DGCL, as itmay then be in effect. The purchase, establishment, and maintenance of any suchIndemnification Arrangement shall not in any way limit or affect the rights andobligations of the Company or of the Indemnitee under this Agreement except asexpressly provided herein, and the execution and delivery of this Agreement bythe Company and the Indemnitee shall not in any way limit or affect the rightsand obligations of the Company or the other party or parties thereto under anysuch Indemnification Arrangement. 

                    (c)      To the extent that the Company maintains aninsurance policy or policies providing liability insurance for directors,officers, trustees, partners, managing members, fiduciaries, employees, oragents of the Company or any other business operation which such person servesat the request of the Company, Indemnitee shall be covered by such policy orpolicies in accordance with its or their terms to the maximum extent of thecoverage available for any such director, officer, trustee, partner, managingmember, fiduciary, employee or agent under such policy or policies. If, at thetime the Company receives notice from any source of a Proceeding as to whichIndemnitee is a party or a participant (as a witness or otherwise), the Companyhas director and officer liability insurance in effect, the Company shall giveprompt notice of such Proceeding to the insurers in accordance with theprocedures set forth in the respective policies. The Company shall thereaftertake all necessary or desirable action to cause such insurers to pay, on behalfof the Indemnitee, all amounts payable as a result of such Proceeding inaccordance with the terms of such policies. 

                    (d)      In the event of any payment under thisAgreement, the Company shall be subrogated to the extent of such payment to allof the rights of recovery of Indemnitee, who shall execute all papers requiredand take all action necessary to secure such rights, including execution of suchdocuments as are necessary to enable the Company to bring suit to enforce suchrights. 

                    (e)      The Company’s obligation to indemnify oradvance Expenses hereunder to Indemnitee who is or was serving as a member ofthe Special Committee shall be reduced by any amount Indemnitee has actuallyreceived as indemnification or advancement of expenses from the Company.

          16.      **Duration of Agreement.**  ThisAgreement shall continue until and terminate upon the later of: (a) 10 yearsafter Indemnitee has completed Indemnitee’s service as a member of theSpecial Committee; or (b) the final termination of all pending or threatenedactions, suits, proceedings or investigations with respect to the SpecialCommittee.

          17.      **Severability.**  If any provision orprovisions of this Agreement shall be held to be invalid, illegal orunenforceable for any reason whatsoever: (a) the validity, legality andenforceability of the remaining provisions of this Agreement (including, withoutlimitation, each portion of any Section, paragraph or sentence of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable, thatis not itself invalid, illegal or unenforceable) shall not in any way beaffected or impaired thereby and shall remain enforceable to the fullest extentpermitted by law; (b) such provision or provisions shall be deemed reformed tothe extent necessary to conform to applicable law and to give the maximum effectto the intent of the parties hereto; and (c) to the fullest extent possible, theprovisions of this Agreement (including, without limitation, each portion of anySection, paragraph or sentence of this Agreement containing any such provisionheld to be invalid, illegal or unenforceable, that is not itself invalid,illegal or unenforceable) shall be construed so as to give effect to the intentmanifested thereby. 

          18.      **Enforcement and Binding Effect.**

                    (a)      The Company expressly confirms and agrees thatit has entered into this Agreement and assumed the obligations imposed on ithereby in order to induce Indemnitee to serve as a member of the SpecialCommittee, and the Company acknowledges that Indemnitee is relying upon thisAgreement in serving as a member of the Special Committee.     

                    (b)      Without limiting any of the rights ofIndemnitee under (i) the Amended and Restated By-laws, as they may be amendedfrom time to time, and (ii) the Amended and Restated Certificate ofIncorporation of the Company as they may be amended from time to time, thisAgreement constitutes the entire agreement between the parties hereto withrespect to the subject matter hereof and supersedes all prior agreements andunderstandings, oral, written and implied, between the parties hereto withrespect to the subject matter hereof. 

                    (c)      The indemnification and advancement ofExpenses provided by or granted pursuant to this Agreement shall be binding uponand be enforceable by the parties hereto and their respective successors andassigns (including any direct or indirect successor by purchase, merger,consolidation or otherwise to all or substantially all of the business or assetsof the Company), shall continue as to Indemnitee when Indemnitee has ceased tobe a member of the Special Committee at the Company’s request, and shallinure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs,devisees, executors and administrators and other legal representatives.

                    (d)      The Company shall require and cause anysuccessor (whether direct or indirect by purchase, merger, consolidation orotherwise) to all or substantially all of the business or assets of the Company,by written agreement in form and substance satisfactory to the Indemnitee,expressly to assume and agree to perform this Agreement in the same manner andto the same extent that the Company would be required to perform if no suchsuccession had taken place. 

                    (e)      The Company and Indemnitee agree herein that amonetary remedy for breach of this Agreement, at some later date, may beinadequate, impracticable and difficult of proof, and further agree that suchbreach may cause Indemnitee irreparable harm. Accordingly, the parties heretoagree that Indemnitee may enforce this Agreement by seeking injunctive reliefand specific performance hereof, without any necessity of showing actual damageor irreparable harm and that by seeking injunctive relief or specificperformance, Indemnitee shall not be precluded from seeking or obtaining anyother relief to which Indemnitee may be entitled. The Company and Indemniteefurther agree that Indemnitee shall be entitled to such specific performance andinjunctive relief, including temporary restraining orders, preliminaryinjunctions and permanent injunctions, without the necessity of posting bonds orother undertaking in connection therewith. The Company acknowledges that in theabsence of a waiver, a bond or undertaking may be required of Indemnitee by theCourt, and the Company hereby waives any such requirement of such a bond orundertaking. 

          19.      **Modification and Waiver.**  Nosupplement, modification or amendment of this Agreement shall be binding unlessexecuted in writing by the parties hereto. No waiver of any of the provisions ofthis Agreement shall be deemed or shall constitute a waiver of any otherprovisions of this Agreement nor shall any waiver constitute a continuingwaiver.

          20.      **Notices.**  All notices,requests, demands and other communications under this Agreement shall be inwriting and shall be deemed to have been duly given (i) if delivered by hand andreceipted for by the party to whom said notice or other communication shall havebeen directed, or (ii) mailed by certified or registered mail with postageprepaid, on the third (3rd) business day after the date on which it is somailed: 

                    (a)      If to Indemnitee, at the address indicated onthe signature page of this Agreement, or such other address as Indemnitee shallprovide in writing to the Company,