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success of the Company and its subsidiaries, it is necessary for the Company to contractuallyindemnify its directors, officers, employees and other agents to the maximum extent permitted bylaw.     G. Section 145 of the General Corporation Law of Delaware, under which the Company isorganized (“Section 145”), empowers the Company to indemnify its directors, officers,employees and agents by agreement and to indemnify persons who serve, at the request of theCompany, as the directors, officers, employees or agents of other corporations or enterprises, andexpressly provides that the indemnification provided by Section 145 is not exclusive.     H. The Company desires and has requested the Indemnitee to serve or continue to serve as adirector, officer, employee or agent of the Company and/or one or more subsidiaries of the Companyfree from undue concern for claims for damages arising out of or related to such services to theCompany and/or one or more subsidiaries of the Company.     I. The Indemnitee is willing to serve, or to continue to serve, the Company and/or one or moresubsidiaries of the Company, provided that the Indemnitee is furnished the indemnity provided forherein.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, an “Agent” of the Company means anyperson who is or was a director, officer, employee or other agent of the Company or a subsidiary ofthe Company; or is or was serving at the request of, for the convenience of, or to represent theinterests of the Company or a subsidiary of the Company as a director, officer, employee or agentof 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 apredecessor 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 representthe interests of such predecessor corporation. For avoidance of doubt, the Indemnitee’s service asa trustee of an employee benefits plan sponsored by the Company or one of its subsidiaries (e.g.,the Company’s 401K Plan) will constitute acting as an Agent for purposes of this Agreement.          (b) Expenses. For purposes of this Agreement, “Expenses” include all out-of-pocketcosts of any type or nature whatsoever (including, without limitation, all attorneys’ fees andrelated disbursements), actually and reasonably incurred by the Indemnitee in connection witheither the investigation, defense or appeal of a proceeding or establishing or enforcing a right toindemnification 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 insettlement of a Proceeding.
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          (c) Independent Counsel. For the purposes of this Agreement, “Independent Counsel”means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experiencedin matters of corporation law and neither presently is, nor in the past five years has been,retained to represent: (i) the Company or the Indemnitee in any matter material to either suchparty (other than with respect to matters concerning the Indemnitee under this Agreement, or ofother indemnitees under similar indemnification agreements), or (ii) any other party to theProceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, theterm “Independent Counsel” shall not include any person who, under the applicable standards ofprofessional conduct then prevailing, would have a conflict of interest in representing either theCompany or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred toabove and to fully indemnify such counsel against any and all expenses, claims, liabilities anddamages arising out of or relating to this Agreement or its engagement pursuant hereto.          (d) Proceeding. For the purposes of this Agreement, a “Proceeding” means anythreatened, pending, or completed action, suit or other proceeding, whether civil, criminal,administrative or investigative.          (e) Subsidiary. For purposes of this Agreement, a “Subsidiary” means any corporationof which more than 50% of the outstanding voting securities is owned directly or indirectly by theCompany, by the Company and one or more other subsidiaries, or by one or more other subsidiaries,including without limitation any branch or representative office thereof, or any similar corporateform recognized in jurisdictions outside the United States.     2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as anAgent of the Company, at its will (or under separate agreement, if such agreement exists), in thecapacity Indemnitee currently serves as an Agent of the Company, so long as the Indemnitee is dulyappointed or elected and qualified in accordance with the applicable provisions of the Bylaws ofthe Company or any subsidiary of the Company or until such time as the Indemnitee tenders his orher resignation in writing; provided, however, that nothing contained in this Agreement is intendedto create any right to continued employment by the Indemnitee.     3. Liability Insurance.          (a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, solong as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long asthe Indemnitee shall be subject to any possible Proceeding by reason of the fact that theIndemnitee was an Agent of the Company, the Company, subject to Section 3(c), shall promptly obtainand maintain in full force and effect directors’ and officers’ liability insurance (“D&OInsurance”) in reasonable amounts from established and reputable insurers.          (b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shallqualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits asare accorded to the most favorably insured of the Company’s independent directors (as defined bythe insurer), if the Indemnitee is such an independent director; of the Company’s non-independentdirectors if the Indemnitee is not an independent director; of the Company’s
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officers, if the Indemnitee is an officer of the Company; or of the Company’s key employees,if the Indemnitee is not an officer or director but is a key employee.          (c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding theforegoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Companydetermines in good faith that: such insurance is not reasonably available; the premium costs forsuch insurance are disproportionate to the amount of coverage provided; the coverage provided bysuch insurance is limited by exclusions so as to provide an insufficient benefit; the Indemnitee iscovered by similar insurance maintained by a subsidiary of the Company; the Company is to beacquired and a tail policy of reasonable terms and duration is purchased for pre-closing acts bythe Indemnitee; or the Company is to be acquired and D&O Insurance will be maintained by theacquirer that covers pre-closing acts by the Indemnitee.     4. Mandatory Indemnification. Subject to the terms of this Agreement:          (a) Third Party Actions. If the Indemnitee is a person who was or is a party or isthreatened to be made a party to any Proceeding (other than an action by or in the right of theCompany) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reasonof anything done or not done by the Indemnitee in any such capacity, the Company shall indemnifythe Indemnitee against any and all Expenses and liabilities of any type whatsoever (including, butnot limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement)actually and reasonably incurred by the Indemnitee in connection with the investigation, defense,settlement or appeal of such Proceeding, provided the Indemnitee acted in good faith and in amanner the Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany and its stockholders, and, with respect to any criminal action or proceeding, had noreasonable cause to believe the Indemnitee’s conduct was unlawful.          (b) Derivative Actions. If the Indemnitee is a person who was or is a party or isthreatened to be made a party to any proceeding by or in the right of the Company by reason of thefact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or notdone by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against allExpenses actually and reasonably incurred by him in connection with the investigation, defense,settlement, or appeal of such proceeding, provided the Indemnitee acted in good faith and in amanner the Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany and its stockholders; except that no indemnification under this Subsection 4(b) shall bemade in respect to any claim, issue or matter as to which the Indemnitee shall have been finallyadjudged to be liable to the Company by a court of competent jurisdiction unless and only to theextent that the Delaware Court of Chancery or the court in which such Proceeding was brought shalldetermine upon application that, despite the adjudication of liability but in view of all thecircumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for suchamounts which the Delaware Court of Chancery or such other court shall deem proper.          (c) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or isa party or is threatened to be made a party to any proceeding by reason of the fact that theIndemnitee is or was an Agent of the Company, or by reason of anything done or not done by theIndemnitee in any such capacity, and if, prior to, during the pendency of or after completion
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of such Proceeding, the Indemnitee is deceased, the Company shall indemnify the Indemnitee’sheirs, executors and administrators against any and all Expenses and liabilities of any typewhatsoever to the extent the Indemnitee would have been entitled to indemnification pursuant tothis Agreement were the Indemnitee still alive.          (d) Limitations. Notwithstanding the foregoing, the Company shall not be obligated toindemnify the Indemnitee for Expenses or liabilities of any type whatsoever (including, but notlimited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) forwhich payment is actually made to or on behalf of Indemnitee under an insurance policy, or under avalid and enforceable indemnity clause, by-law or agreement, but only if the Indemnitee is actuallyindemnified or advanced Expenses by any such third party, and then only for so long as theIndemnitee is not required to disgorge the amounts so received.     5. Indemnification for Expenses in a Proceeding in Which the Indemnitee is Wholly orPartly Successful. Notwithstanding any other provisions of this Agreement, to the extent thatthe Indemnitee 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 the Indemnitee against all Expenses actually and reasonably incurred by himin connection therewith. If the 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 indemnify the Indemnitee against (a) all Expensesactually and reasonably incurred by the Indemnitee or on his or her behalf in connection with eachsuccessfully resolved claim, issue or matter and (b) any claim, issue or matter related to any suchsuccessfully resolved claim, issue or matter. For purposes of this section and without limitation,the termination of 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 or matter.     6. Indemnification For Expenses of a Witness. Notwithstanding any other provision ofthis Agreement, to the extent that the Indemnitee is a witness in any Proceeding to which theIndemnitee is not a party by reason of the fact that the Indemnitee is or was an Agent of theCompany, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurredby him or her or on his or her behalf in connection therewith.     7. Mandatory Advancement of Expenses. Subject to the terms of this Agreement andfollowing notice pursuant to Section 7(a) below, the Company shall advance all Expenses incurred bythe Indemnitee in connection with the investigation, defense, settlement or appeal of anyProceeding to which the Indemnitee is a party or is threatened to be made a party by reason of thefact that the Indemnitee is or was an Agent of the Company (unless there has been a finaldetermination that the Indemnitee is not entitled to indemnification for such expenses). TheIndemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, itshall ultimately be determined pursuant to Section 9 hereof that the Indemnitee is not entitled tobe indemnified by the Company as authorized hereby. The advances to be made hereunder shall bepaid by the Company to the Indemnitee within twenty (20) days following delivery of a writtenrequest therefor by the Indemnitee to the Company. In the event that the Company fails to payexpenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatoryinjunctive relief from any court having jurisdiction to require the Company to
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pay expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive reliefpursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligationsset forth in this paragraph that Indemnitee has an adequate remedy at law for damages.     8. Procedure for Notification and Defense of Claim.          (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Companya written request therefor. Promptly after receipt by the Indemnitee of notices of thecommencement or the threat of commencement of any Proceeding, the Indemnitee shall, if theIndemnitee believes that indemnification with respect thereto may be sought from the Company underthis Agreement, notify the Company of the commencement or threat of commencement thereof. If, atthe time of the receipt of a notice of the commencement of a proceeding pursuant to this Section8(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of thecommencement of such Proceeding to the insurers in accordance with the procedures set forth in theprospective policies. The Company shall thereafter take all necessary or desirable action to causesuch insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of suchProceeding in accordance with the terms of such policies.          (b) In the event the Company shall be obligated to pay the expenses of any Proceeding againstthe Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of suchProceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of writtennotice of its election so to do. After delivery of such notice, approval of such counsel by theIndemnitee and the retention of such counsel by the Company, the Company will not be liable to theIndemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemniteewith respect to the same Proceeding, provided that (i) the Indemnitee shall have the right toemploy the Indemnitee’s 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) theIndemnitee shall have reasonably concluded that there may be a conflict of interest between theCompany and the Indemnitee in the conduct of any such defense or (C) the Company shall not, infact, have employed counsel to assume the defense of such proceeding, the fees and expenses of theIndemnitee’s counsel shall be at the expense of the Company.     9. Procedure Upon Application for Indemnification.          (a) To the extent the Indemnitee has been successful on the merits or otherwise in defense ofany Proceeding referred to in Sections 4(a), 4(b), 4(c) or 4(d) of this Agreement or in the defenseof any claim, issue or matter described therein, the Company shall indemnify the Indemnitee againstexpenses actually and reasonably incurred by the Indemnitee in connection with the investigation,defense or appeal of such Proceeding.          (b) Upon written request by the Indemnitee for indemnification pursuant to Section 8(a), adetermination, if required by applicable law, with respect to Indemnitee’s entitlement theretoshall be made in the specific case by an Independent Counsel in a written opinion to the Board, acopy of which shall be delivered to the Indemnitee and, if it is so determined that the Indemniteeis entitled to indemnification, payment to the Indemnitee shall be
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made within ten (10) days after such determination. The Indemnitee shall cooperate with theIndependent Counsel making such determination with respect to the Indemnitee’s entitlement toindemnification, including providing to such counsel upon reasonable advance request anydocumentation or information which is not privileged or otherwise protected from disclosure andwhich is reasonably available to the Indemnitee and reasonably necessary to such determination. Anycosts or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in socooperating with the Independent Counsel shall be borne by the Company (irrespective of thedetermination as to the Indemnitee’s entitlement to indemnification) and the Company herebyindemnifies and agrees to hold the Indemnitee harmless therefrom.          (c) The Independent Counsel shall be selected by the Indemnitee. The Company may, within ten(10) days after written notice of such selection, deliver to the Indemnitee a written objection tosuch selection; provided, however, that such objection may be asserted only on theground that the Independent Counsel so selected does not meet the requirements of “IndependentCounsel” as defined in Section 1 of this Agreement, and the objection shall set forth withparticularity the factual basis of such assertion. Absent a proper and timely objection, theperson so selected shall act as Independent Counsel. If such written objection is so made andsubstantiated, the Independent Counsel so selected may not serve as Independent Counsel unless anduntil such objection is withdrawn or a court has determined that such objection is without merit.If, within twenty (20) days after the later of submission by the Indemnitee of a written requestfor indemnification pursuant to Section 8(a) hereof, and the final disposition of the Proceeding,including any appeal therein, no Independent Counsel shall have been selected and not objected to,the Indemnitee may petition a court of competent jurisdiction for resolution of any objection whichshall have been made by the Company to the selection of Independent Counsel and/or for theappointment as Independent Counsel of a person selected by the court or by such other person as thecourt shall designate, and the person with respect to whom all objections are so resolved or theperson so appointed shall act as Independent Counsel under Section 9(a) hereof. Upon the duecommencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement,Independent Counsel shall be discharged and relieved of any further responsibility in such capacity(subject to the applicable standards of professional conduct then prevailing).     10. Presumptions and Effect of Certain Proceedings.          (a) In making a determination with respect to the Indemnitee’s entitlement to indemnificationhereunder, the Independent Counsel making such determination shall presume that the Indemnitee isentitled to indemnification under this Agreement if the Indemnitee has submitted a request forindemnification in accordance with Section 8(a) of this Agreement, and the Company shall have theburden of proof to overcome that presumption in connection with the making by the IndependentCounsel of any determination contrary to that presumption. Neither the failure of the Company or ofthe Independent Counsel to have made a determination prior to the commencement of any actionpursuant to this Agreement that indemnification is proper in the circumstances because theIndemnitee has met the applicable standard of conduct, nor an actual determination by the Companyor by the Independent Counsel that the Indemnitee has not met such applicable standard of conduct,shall be a defense to the action or create a presumption that the Indemnitee has not met theapplicable standard of conduct.
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          (b) The termination of any proceeding or of any claim, issue or matter therein, by judgment,order, settlement or conviction, or upon a plea of guilty, nolocontendere or itsequivalent, shall not (except as otherwise expressly provided in this Agreement) of itselfadversely affect the right of the Indemnitee to indemnification or create a presumption that theIndemnitee did not act in good faith and in a manner which he reasonably believed to be in or notopposed to the best interests of the Company or, with respect to any criminal proceeding, that theIndemnitee had reasonable cause to believe that his conduct was unlawful.          (c) For purposes of any determination of good faith, the Indemnitee shall be deemed to haveacted in good faith if the Indemnitee’s action is based on the records or books of account of theCompany, including financial statements, or on information supplied to the Indemnitee by theofficers of the Company in the course of their duties, or on the advice of legal counsel for theCompany or the Board or counsel selected by any committee of the Board or on information or recordsgiven or reports made to the Company by an independent certified public accountant or by anappraiser, investment banker or other expert selected with reasonable care by the Company or theBoard or any committee of the Board. The provisions of this Section 10(c) shall not be deemed tobe exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemedto have met the applicable standard of conduct set forth in this Agreement.          (d) The knowledge and/or actions, or failure to act, of any director, officer, agent oremployee of the Company shall not be imputed to the Indemnitee for purposes of determining theright to indemnification under this Agreement.     11. Exceptions. Any other provision herein to the contrary notwithstanding, theCompany shall not be obligated pursuant to the terms of this Agreement:          (a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to theIndemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemniteeand not by way of defense, unless (i) such indemnification is expressly required to be made by law,(ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by theCompany, in its sole discretion, pursuant to the powers vested in the Company under the GeneralCorporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right toindemnification under this Agreement or any other statute or law or otherwise as required underSection 145;          (b) Lack of Good Faith. To indemnify the Indemnitee for any Expenses incurred by theIndemnitee with respect to any Proceeding instituted by the Indemnitee to enforce or interpret thisAgreement, if a court of competent jurisdiction determines that each of the material assertionsmade by the Indemnitee in such Proceeding was not made in good faith or was frivolous;          (c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement forany amounts paid in settlement of a Proceeding unless the Company consents to such settlement,which consent shall not be unreasonably withheld;
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          (d) Accounting of Profits. To indemnify the Indemnitee for an accounting of profitsmade from the purchase and sale (or sale and purchase) by the Indemnitee of securities of theCompany within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, orsimilar provisions of state statutory law or common law; or          (e) Payments Contrary to Law. To indemnify or advance Expenses to the Indemnitee forwhich payment is prohibited by applicable law.     12. Non-exclusivity. The provisions for indemnification and advancement of Expensesset forth in this Agreement shall not be deemed exclusive of any other rights which the Indemniteemay have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the voteof the Company’s stockholders or disinterested directors, other agreements, or otherwise, both asto action in the Indemnitee’s official capacity and to action in another capacity while occupyingthe Indemnitee’s position as an Agent of the Company, and the Indemnitee’s rights hereunder shallcontinue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to thebenefit of the heirs, executors and administrators of the Indemnitee.     13. Enforcement.          (a) Subject to Section 13(e), in the event that (i) a determination is made pursuant toSection 9 of this Agreement that the Indemnitee is not entitled to indemnification under thisAgreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement,(iii) no determination of entitlement to indemnification shall have been made pursuant to Section9(a) of this Agreement within sixty (60) days after receipt by the Company of the request forindemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the lastsentence of Section 9(a) of this Agreement within ten (10) days after receipt by the Company of awritten request therefor, or (v) payment of indemnification pursuant to Section 4 of this Agreementis not made within ten (10) days after a determination has been made that the Indemnitee isentitled to indemnification, the Indemnitee shall be entitled to an adjudication by a court of hisor her entitlement to such indemnification or advancement of expenses. Alternatively, theIndemnitee, at his or her option, may seek an award in arbitration to be conducted by a singlearbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.The Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitrationwithin 180 days following the date on which the Indemnitee first has the right to commence suchProceeding pursuant to this Section 13(a); provided, however, that the foregoingclause shall not apply in respect of a proceeding brought by the Indemnitee to enforce his or herrights under Section 5 of this Agreement. The Company shall not oppose the Indemnitee’s right toseek any such adjudication or award in arbitration.          (b) In the event that a determination shall have been made pursuant to Section 9(a) of thisAgreement that the Indemnitee is not entitled to indemnification, any judicial proceeding orarbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novotrial, or arbitration, on the merits and the Indemnitee shall not be prejudiced by reason of thatadverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section13, the Company shall have the burden of proving the Indemnitee is not entitled to indemnificationor advancement of Expenses, as the case may be.
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          (c) If a determination shall have been made pursuant to Section 9(a) of this Agreement thatthe Indemnitee is entitled to indemnification, the Company shall be bound by such determination inany judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) amisstatement by the Indemnitee of a material fact, or an omission of a material fact necessary tomake the Indemnitee’s statement not materially misleading, in connection with the request forindemnification, or (ii) a prohibition of such indemnification under applicable law.          (d) The Company shall be precluded from asserting in any judicial proceeding or arbitrationcommenced pursuant to this Section 13 that the procedures and presumptions of this Agreement arenot valid, binding and enforceable and shall stipulate in any such court or before any sucharbitrator that the Company is bound by all the provisions of this Agreement. The Company shallindemnify the Indemnitee against any and all Expenses and, if requested by the Indemnitee, shall(within ten (10) days after receipt by the Company of a written request therefor) advance, to theextent not prohibited by law, such Expenses to the Indemnitee, which are incurred by the Indemniteein connection with any action brought by the Indemnitee for indemnification or advancement ofExpenses from the Company under this Agreement or under any directors’ and officers’ liabilityinsurance policies maintained by the Company, regardless of whether the Indemnitee ultimately isdetermined to be entitled to such indemnification, advancement of Expenses or insurance recovery,as the case may be, in the suit for which indemnification or advances is being sought.          (e) Notwithstanding anything in this Agreement to the contrary, no determination as toentitlement to indemnification under this Agreement shall be required to be made prior to the finaldisposition of the Proceeding, including any appeal therein.     14. Subrogation. In the event the Company is obligated to make a payment under thisAgreement, the Company shall be subrogated to the extent of such payment to all of the rights ofrecovery under an insurance policy or any other indemnity agreement covering the Indemnitee, whoshall execute all documents required and shall do all acts that may be necessary to secure suchrights and to enable the Company effectively to bring suit to enforce such rights.     15. Survival of Rights.          (a) All agreements and obligations of the Company contained herein shall continue during theperiod the Indemnitee is an Agent of the Company and shall continue thereafter so long as theIndemnitee shall be subject to any possible claim or threatened, pending or completed action, suitor Proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reasonof the fact that the Indemnitee was serving in the capacity referred to herein.          (b) The Company shall require any successor to the Company (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assetsof the Company, expressly to assume and agree to perform this Agreement in the same manner and tothe same extent that the Company would be required to perform if no such succession had takenplace.
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     16. Interpretation of Agreement. It is understood that the parties hereto intend thisAgreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to thefullest extent now or hereafter permitted by law including those circumstances in whichindemnification would otherwise be discretionary.     17. Severability. If any provision or provisions of this Agreement shall be held tobe invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality andenforceability of the remaining provisions of the Agreement (including without limitation, allportions 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 inany way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions ofthis Agreement (including, without limitation, all portions of any paragraph of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable, that are not themselvesinvalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifestedby the provision held invalid, illegal or unenforceable and to give effect to Section 16 hereof.     18. Modification and Waiver. No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by both of the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.     19. Notice. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receiptedfor 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 asshown on the signature page of this Agreement, or as subsequently modified by written notice.     20. Governing Law. This Agreement shall be governed exclusively by and construedaccording to the laws of the State of Delaware as applied to contracts between Delaware residentsentered into and to be performed entirely within Delaware.     The parties hereto have entered into this Indemnity Agreement effective as of the date firstabove written.         THE COMPANY:           TRIDENT MICROSYSTEMS, INC.           By                    Title                    Address  3408 Garrett Drive            Santa Clara, CA 95054-2803  
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         INDEMNITEE:                 [NAME]           Address                         
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