THIS
AGREEMENT TO INDEMNIFICATION BY UNITY FOR SOME OR A PORTION OF EXPENSES IN THE
INVESTIGATION, DEFENSE, APPEAL OR SETTLEMENT OF ANY CIVIL OR CRIMINAL ACTION,
SUIT, PROCEEDING, INQUIRY OR INVESTIGATION, BUT NOT, HOWEVER, FOR ALL OF THE
TOTAL AMOUNT THEREOF, UNITY SHALL NEVERTHELESS INDEMNIFY INDEMNITEE FOR THE
PORTION OF SUCH EXPENSES TO WHICH INDEMNITEE IS ENTITLED.
MUTUAL ACKNOWLEDGMENT. EACH OF THE COMPANY, THE BANK AND INDEMNITEE ACKNOWLEDGES
THAT IN CERTAIN INSTANCES, FEDERAL LAW OR APPLICABLE PUBLIC POLICY MAY PROHIBIT
THE COMPANY OR THE BANK, OR BOTH, FROM INDEMNIFYING THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR FIDUCIARIES UNDER THIS AGREEMENT OR OTHERWISE.
INDEMNITEE UNDERSTANDS AND ACKNOWLEDGES THAT THE COMPANY HAS UNDERTAKEN OR MAY
BE REQUIRED IN THE FUTURE TO UNDERTAKE WITH THE SECURITIES AND EXCHANGE
COMMISSION TO SUBMIT THE QUESTION OF
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INDEMNIFICATION TO A COURT IN CERTAIN CIRCUMSTANCES FOR A DETERMINATION OF THE
COMPANY'S RIGHT UNDER PUBLIC POLICY TO INDEMNIFY INDEMNITEE.
LIABILITY INSURANCE. TO THE EXTENT THAT UNITY MAINTAINS LIABILITY INSURANCE
APPLICABLE TO DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR FIDUCIARIES, INDEMNITEE
SHALL BE COVERED BY SUCH POLICIES IN SUCH A MANNER AS TO PROVIDE INDEMNITEE THE
SAME RIGHTS AND BENEFITS AS ARE ACCORDED TO THE MOST FAVORABLY INSURED OF
UNITY'S DIRECTORS.
EXCEPTIONS. ANY OTHER PROVISION HEREIN TO THE CONTRARY NOTWITHSTANDING, UNITY
SHALL NOT BE OBLIGATED PURSUANT TO THE TERMS OF THIS AGREEMENT:
EXCLUDED ACTION OR OMISSIONS. TO INDEMNIFY INDEMNITEE FOR ACTS, OMISSIONS OR
TRANSACTIONS FROM WHICH INDEMNITEE MAY NOT BE RELIEVED OF LIABILITY UNDER
APPLICABLE LAW;
CLAIMS INITIATED BY INDEMNITEE. TO INDEMNIFY OR ADVANCE EXPENSES TO INDEMNITEE
WITH RESPECT TO PROCEEDINGS OR CLAIMS INITIATED OR BROUGHT VOLUNTARILY BY
INDEMNITEE AND NOT BY WAY OF DEFENSE, EXCEPT (I) WITH RESPECT TO PROCEEDINGS
BROUGHT TO ESTABLISH OR ENFORCE A RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT
OR ANY OTHER AGREEMENT OR INSURANCE POLICY OR UNDER THE COMPANY'S CERTIFICATE OF
INCORPORATION OR BY-LAWS, OR THE BANK'S CERTIFICATE OF INCORPORATION OR BY-LAWS,
NOW OR HEREAFTER IN EFFECT RELATING TO CLAIMS FOR INDEMNIFIABLE EVENTS, (II) IN
SPECIFIC CASES IF THE BOARD OF DIRECTORS OF THE COMPANY OR THE BANK HAS APPROVED
THE INITIATION OR BRINGING OF SUCH SUIT, OR (III) AS OTHERWISE REQUIRED UNDER
SECTION 14A:3-5 OF THE NEW JERSEY BUSINESS CORPORATION ACT, OR SECTION 250 OF
THE BANKING ACT OF 1948, AS AMENDED, REGARDLESS OF WHETHER INDEMNITEE ULTIMATELY
IS DETERMINED TO BE ENTITLED TO SUCH INDEMNIFICATION, ADVANCE EXPENSE PAYMENT OR
INSURANCE RECOVERY, AS THE CASE MAY BE; OR
LACK OF GOOD FAITH. TO INDEMNIFY INDEMNITEE FOR ANY EXPENSES INCURRED BY THE
INDEMNITEE WITH RESPECT TO ANY PROCEEDING INSTITUTED BY INDEMNITEE TO ENFORCE OR
INTERPRET THIS AGREEMENT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT
EACH OF THE MATERIAL ASSERTIONS MADE BY THE INDEMNITEE IN SUCH PROCEEDING WAS
NOT MADE IN GOOD FAITH OR WAS FRIVOLOUS.
CONSTRUCTION OF CERTAIN PHRASES.
FOR PURPOSES OF THIS AGREEMENT, REFERENCES TO THE "COMPANY" AND THE "BANK" SHALL
INCLUDE, IN ADDITION TO THE RESULTING CORPORATION, ANY CONSTITUENT CORPORATION
(INCLUDING ANY CONSTITUENT OF A CONSTITUENT) ABSORBED IN A CONSOLIDATION OR
MERGER