ARTICLE 1CERTAIN DEFINITIONS     Section 1.01. As used in this Agreement:     A “**Change in Control**” shall be deemed to have occurred upon the happening of any of thefollowing events:          (a) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (otherthan the Company, a Subsidiary, any trustee or other fiduciary holding securities under anyemployee benefit plan of the Company or any corporation owned, directly or indirectly, by thestockholders of the Company in substantially the same proportions as their ownership of stock ofthe Company), is or becomes, including pursuant to a tender or exchange offer for shares of CommonStock pursuant to which purchases are made, the “beneficial owner” (as defined in Rule l3d-3 underthe Exchange Act), directly or indirectly, of securities of the Company representing 50% or more ofthe combined voting power of the Company’s then outstanding securities; *provided, however,*that theprovisions of this paragraph (a) shall not be applicable to any acquisition directly from theCompany; or          (b) individuals who, as of the date hereof, constitute the Board (the “**Incumbent Board**”),shall cease for any reason to constitute at least a majority thereof; *provided, however,*that anyindividual becoming a director subsequent to the date hereof whose appointment or election by theBoard or nomination for election by the Company’s stockholders was approved or recommended by avote of at least two-thirds (2/3) of the directors then still in office who were either directorson the date hereof, or whose appointment, election or nomination for election was previously soapproved or recommended, shall be considered a member of the Incumbent Board, but excluding forthis purpose any new director whose initial assumption of office is in connection with an actual orthreatened election contest relating to the election of directors of the Company; or          (c) there is consummated a merger or consolidation of the Company or any direct or indirectSubsidiary with any other corporation, other than a merger or consolidation which would result inthe voting securities of the Company outstanding immediately prior to such merger or consolidationcontinuing to represent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity or any parent thereof) more than 50% of the combined votingpower of the securities of the Company or such surviving entity or any parent thereof outstandingimmediately after such merger or consolidation; or          (d) there is consummated a plan of complete liquidation or dissolution of the Company or thereis consummated the sale or disposition by the Company of all or substantially all of the Company’sassets, in one transaction or a series of related transactions, other than a sale or disposition bythe Company of all or substantially all of the Company’s assets to an entity, more than 50% of thecombined voting power of the voting securities of which is owned by stockholders of the Company insubstantially the same proportion as their ownership of the Company immediately prior to such sale.     “**Common Stock**” means the common stock, $.01 par value, of the Company.
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     “**Corporate Status**” describes the status of a person who is or was a director, officer,trustee, general partner, managing member, fiduciary, board of directors’ committee member,employee or agent of the Company or of any other Enterprise.     “**D&O Liability Insurance**” refers to any policy or policies of insurance maintained by theCompany for directors and officers in their capacities as such (and for any capacity in which anydirector or officer of the Company serves any other Enterprise at the request of the Company), inrespect of acts or omissions occurring while serving in that capacity.     “**Delaware Court**” means the Court of Chancery of the State of Delaware.     “**Disinterested Director**” means a director of the Company who is not and was not a party to theProceeding in respect of which indemnification is sought by Indemnitee.     “**Enterprise**” means the Company and any other corporation, limited liability company,partnership, limited partnership, limited liability partnership, joint venture, trust, employeebenefit plan or other enterprise of which Indemnitee is or was serving at the request of theCompany as a director, officer, trustee, general partner, managing member, fiduciary, board ofdirectors’ committee member, employee or agent.     “**ERISA**” means the Employee Retirement Income Security Act of 1974, as amended, or any similarfederal statute.     “**Exchange Act**” means the Securities Exchange Act of 1934, as amended, or any similar federalstatute.     “**Expenses**” shall include all reasonable direct and indirect costs (including, withoutlimitation, reasonable attorneys’ fees, retainers, court costs, transcripts, fees of experts,witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges,postage, delivery service fees, and all other disbursements or expenses) reasonably incurred inconnection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, beingor preparing to be a witness in, or otherwise participating in, a Proceeding, or (ii) establishingor enforcing a right to indemnification under this Agreement, applicable law or otherwise.Expenses also shall include Expenses incurred in connection with any appeal resulting from anyProceeding, including, without limitation, the premium, security for, and other costs relating toany cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shallnot include amounts paid in settlement by Indemnitee or the amount of judgments or fines againstIndemnitee.     “**Independent Counsel**” means a law firm, or a member of a law firm, that is experienced inmatters of corporate law and neither currently is, nor in the five (5) years previous to itsselection or appointment has been, retained to represent (i) the Company or Indemnitee in anymatter material to either such party (other than with respect to matters concerning Indemniteeunder this Agreement or of other indemnitees under similar indemnification agreements) or (ii) anyother party to the Proceeding giving rise to a claim for indemnification hereunder.Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,under the applicable standards of professional conduct then prevailing, would have
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a conflict of interest in representing either the Company or Indemnitee in an action todetermine Indemnitee’s rights under this Agreement.     “**Liabilities**” means any losses or liabilities, including, without limitation, any judgments,fines, ERISA excise taxes and penalties, penalties and amounts paid in settlement, arising out ofor in connection with any Proceeding (including all interest, assessments and other charges paid orpayable in connection with or in respect of any such judgments, fines, ERISA excise taxes andpenalties, penalties or amounts paid in settlement).     “**Person**” means any corporation, partnership, limited liability company, joint venture, trust,employee benefit plan or other enterprise.     “**Proceeding**” includes any threatened, pending or completed action, derivative action, suit,demand, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism,investigation, inquiry, administrative hearing or any other actual, threatened or completedproceeding, whether civil (including intentional and unintentional tort claims), criminal,administrative or investigative, including any appeal therefrom, and whether instituted by, inright of or on behalf of the Company or any other party, or any inquiry or investigation thatIndemnitee in good faith believes might lead to the institution of any such action, suit or otherproceedings hereinabove listed in which Indemnitee was, is or will be involved as a party,potential party, non party witness or otherwise by reason of any Corporate Status of Indemnitee, orby reason of any action taken (or failure to act) by him or her or of any action (or failure toact) on his or her part while serving in any Corporate Status, in each case whether or not servingin such capacity at the time any liability or expense is incurred for which indemnification,reimbursement, or advancement of Expenses can be provided under this Agreement.     “**Sarbanes-Oxley Act**” means the Sarbanes-Oxley Act of 2002, as amended, or any similar federalstatute.     “**Subsidiary**” means any Person that is, directly or indirectly, controlled by the Company. Forpurposes of this definition, “control” means the possession, directly or indirectly, of the powerto direct or cause the direction of the management or policies of a Person, whether through theownership of voting securities, through other voting rights, by contract or otherwise.     Section 1.02. For the purposes of this Agreement:          (a) References to “Company” shall include, in addition to the resulting or survivingcorporation, any constituent corporation (including any constituent of a constituent) absorbed in aconsolidation or merger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, employees or agents, so that if Indemnitee is orwas a director, officer, employee, or agent of such constituent corporation or is or was serving atthe request of such constituent corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand inthe same position under the provisions of this Agreement with respect to the resulting or survivingcorporation as Indemnitee would have with respect to such constituent corporation if its separateexistence had continued.
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          (b) Reference to “other enterprise” shall include employee benefit plans; references to“fines” shall include any excise tax assessed with respect to any employee benefit plan; referencesto “serving at the request of the Company” shall include any service as a director, officer,employee or agent of the Company which imposes duties on, or involves services by, such director,officer, employee or agent with respect to an employee benefit plan, its participants orbeneficiaries; and a person who acted in good faith and in a manner he or she reasonably believedto be in the best interests of the participants and beneficiaries of an employee benefit plan shallbe deemed to have acted in a manner “not opposed to the best interests of the Company” as referredto in this Agreement.ARTICLE 2INDEMNIFICATION     Section 2.01*.*(a) *General*. The Company hereby agrees to and shall indemnify Indemnitee andhold him or her harmless from and against any and all Expenses and Liabilities, in either case,actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in his or her CorporateStatus, to the fullest extent permitted by applicable law.     For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted byapplicable law” shall include, but not be limited to:     (i) to the fullest extent permitted by any provision of the DGCL, or the correspondingprovision of any successor statute; and     (ii) to the fullest extent authorized or permitted by any amendments to or replacementsof the DGCL adopted after the date of this Agreement that increase the extent to which acorporation may indemnify its directors, officers, trustees, managing members, fiduciaries,board of directors, committee members, employees or agents.          (b) *Witness Expenses*. Notwithstanding any other provision of this Agreement, to the extentthat Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to whichIndemnitee is not a party, he or she shall be indemnified against all Expenses actually andreasonably incurred by him or her or on his or her behalf in connection therewith.          (c) *Expenses as a Party Where Wholly or Partly Successful*. Notwithstanding any otherprovisions of this Agreement, to the fullest extent permitted by applicable law, to the extent thatIndemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, inany Proceeding or in defense of any claim, issue or matter therein, in whole or in part, theCompany shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him orher in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but issuccessful, on the merits or otherwise, as to one or more but less than all claims, issues ormatters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law,indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on hisor her behalf in connection with each successfully resolved claim, issue or matter. For purposesof this Section and without limitation, the termination of any claim,
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issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemedto be a successful result as to such claim, issue or matter.     Section 2.02. *Exclusions.*Notwithstanding any provision of this Agreement, the Company shallnot be obligated under this Agreement to make any indemnity in connection with any claim madeagainst Indemnitee:          (a) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) byIndemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act orsimilar provisions of state statutory law or common law or (ii) any reimbursement of the Company bythe Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profitsrealized by the Indemnitee from the sale of securities of the Company, as required in each caseunder the Exchange Act (including any such reimbursements that arise from an accounting restatementof the Company pursuant to Section 304 of the Sarbanes-Oxley Act, the payment to the Company ofprofits arising from the purchase and sale by Indemnitee of securities in violation of Section 306of the Sarbanes-Oxley Act, or policies adopted by the Company from time to time pursuant to Section954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act);          (b) except as otherwise provided in Sections 5.01(d) and (e) of this Agreement, in connectionwith any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including anyProceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or itsdirectors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding(or any part of any Proceeding) prior to its initiation, (ii) the Company provides theindemnification, in its sole discretion, pursuant to the powers vested in the Company underapplicable law or (iii) the Company joins in or consents to the initiation of the Proceeding (orany part of the Proceeding) after its initiation; or          (c) to the extent the payment would violate Section 402 of the Sarbanes-Oxley Act.ARTICLE 3ADVANCEMENT OF EXPENSES     Section 3.01. *Advances.*(a) Notwithstanding any provision of this Agreement to the contraryand subject to Sections 3.02 and 3.03 of this Agreement, the Company shall advance any Expensesincurred by Indemnitee in connection with any Proceeding within 20 business days after the receiptby the Company of each statement requesting such advance from time to time at any time aftercommencement of any Proceeding. Such statements shall provide reasonable detail of the underlyingExpenses for which payment is requested. Advances shall be unsecured and interest free. Advancesshall be made without regard to Indemnitee’s ability to repay such amounts and without regard toIndemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.Advances shall include any and all reasonable Expenses incurred in pursuing an action to enforcethis right of advancement, including Expenses incurred preparing and forwarding statements to theCompany to support the advances claimed. This Section 3.01 shall not apply to any claim made byIndemnitee for which indemnity is excluded pursuant to Section 2.02 of this Agreement.
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     Section 3.02. *Repayment of Advances or Other Expenses.*Indemnitee agrees that Indemniteeshall reimburse the Company for all Expenses advanced by the Company pursuant to Section 3.01 ofthis Agreement, in the event and only to the extent that it shall be determined by final judgmentor other final adjudication under the provisions of any applicable law (as to which all rights ofappeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnifiedby the Company for such Expenses.     Section 3.03. *Selection of Counsel.*In the event the Company shall be obligated under Section3.01 of this Agreement to pay the Expenses of any Proceeding (in whole or in part) againstIndemnitee, the Company, if appropriate, shall be entitled to assume the defense of suchProceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld,upon the delivery to Indemnitee of written notice of its election to do so. After delivery of suchnotice, approval of such counsel by Indemnitee and the retention of such counsel by the Company,the Company will not be liable to Indemnitee under this Agreement for any fees of counselsubsequently paid or incurred by Indemnitee with respect to the same Proceeding, *provided*that (a)Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’sexpense; and (b) if (1) the employment of counsel by Indemnitee has been authorized by the Company,(2)(i) Indemnitee shall have reasonably concluded that there may be a conflict of interest betweenthe Company (or any other person or persons included in a joint defense) and Indemnitee in theconduct of any such defense or (ii) representation by such counsel retained by the Company would beprecluded under the applicable standards of professional conduct, or (3) the Company shall not, infact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses ofIndemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled toassume the defense of any Proceeding (in whole or in part) brought by or on behalf of the Companyor as to which Indemnitee shall have reasonably made the conclusion provided for in clause (2)above.ARTICLE 4PROCEDURES FOR NOTIFICATION OF AND