UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS AND
PURSUANT TO ANY OTHER AGREEMENTS OR POLICIES IN EFFECT FROM TIME TO TIME. TO THE
EXTENT PERMITTED UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS
AND APPLICABLE LAW, THE COMPANY SHALL ADVANCE EXPENSES FOR WHICH INDEMNIFICATION
MAY BE CLAIMED AS SUCH EXPENSES ARE INCURRED, SUBJECT TO ANY REQUIREMENT THAT
EXECUTIVE PROVIDE AN UNDERTAKING TO REPAY SUCH ADVANCES IF IT IS ULTIMATELY
DETERMINED THAT EXECUTIVE IS NOT ENTITLED TO INDEMNIFICATION; PROVIDED, HOWEVER,
THAT ANY DETERMINATION REQUIRED TO BE MADE WITH RESPECT TO WHETHER EXECUTIVE'S
CONDUCT COMPLIES WITH THE STANDARDS REQUIRED TO BE MET AS A CONDITION OF
INDEMNIFICATION OR ADVANCEMENT OF EXPENSES UNDER APPLICABLE LAW AND THE
COMPANY'S CERTIFICATE OF INCORPORATION, BY-LAWS, OR OTHER AGREEMENT, SHALL BE
MADE BY INDEPENDENT COUNSEL MUTUALLY ACCEPTABLE TO EXECUTIVE AND THE COMPANY
(EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW).
ANY PROVISION CONTAINED
HEREIN NOTWITHSTANDING, THIS AGREEMENT SHALL NOT LIMIT OR REDUCE, AND THE
COMPANY HEREBY AGREES TO PROVIDE TO EXECUTIVE, ANY AND ALL RIGHTS TO
INDEMNIFICATION EXECUTIVE WOULD OTHERWISE HAVE, TO THE FULL EXTENT PERMITTED
UNDER APPLICABLE LAW.
IN ADDITION, THE COMPANY WILL MAINTAIN DIRECTORS' AND
OFFICERS' LIABILITY INSURANCE IN EFFECT AND COVERING ACTS AND OMISSIONS OF
EXECUTIVE. FOR PURPOSES OF THIS SECTION 8, REFERENCES TO THE "COMPANY" SHALL
INCLUDE BOTH THE COMPANY AND EACH OF ITS SUBSIDIARIES AND/OR AFFILIATES FOR
WHICH EXECUTIVE HAS ACTED, ACTS OR WILL IN THE FUTURE ACT IN ANY CAPACITY.
THE
PROVISIONS OF THIS SECTION 8 SHALL SURVIVE THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT.
9.
ASSIGNABILITY; BINDING EFFECT.
NEITHER THIS AGREEMENT NOR THE
RIGHTS OR OBLIGATIONS HEREUNDER OF THE PARTIES HERETO SHALL BE TRANSFERABLE OR
ASSIGNABLE BY EXECUTIVE, EXCEPT IN ACCORDANCE WITH THE LAWS OF DESCENT AND
DISTRIBUTION AND AS SPECIFIED BELOW.
THE COMPANY MAY ASSIGN THIS AGREEMENT AND
THE COMPANY'S RIGHTS AND OBLIGATIONS HEREUNDER, AND SHALL ASSIGN THIS AGREEMENT
AND SUCH RIGHTS AND OBLIGATIONS, TO ANY SUCCESSOR (AS HEREINAFTER DEFINED)
WHICH, BY OPERATION OF LAW OR OTHERWISE, CONTINUES TO CARRY ON SUBSTANTIALLY THE
BUSINESS OF THE COMPANY PRIOR TO THE EVENT OF SUCCESSION, AND THE COMPANY SHALL,
AS A CONDITION OF THE SUCCESSION, REQUIRE SUCH SUCCESSOR TO AGREE IN WRITING TO
ASSUME THE COMPANY'S OBLIGATIONS AND BE BOUND BY THIS AGREEMENT.
FOR PURPOSES
OF THIS AGREEMENT, "SUCCESSOR" SHALL MEAN ANY PERSON THAT SUCCEEDS TO, OR HAS
THE PRACTICAL ABILITY TO CONTROL, THE COMPANY'S BUSINESS DIRECTLY OR INDIRECTLY,
BY MERGER OR CONSOLIDATION, BY PURCHASE OR OWNERSHIP OF VOTING SECURITIES OF THE
COMPANY OR ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, OR OTHERWISE.
THE
COMPANY MAY ALSO ASSIGN THIS AGREEMENT AND THE COMPANY'S RIGHTS AND OBLIGATIONS
HEREUNDER TO ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY, PROVIDED THAT UPON ANY
SUCH ASSIGNMENT THE COMPANY SHALL
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remain liable for the obligations to Executive hereunder.
This Agreement shall
be binding upon and inure to the benefit of Executive, Executive's heirs,
executors, administrators, and beneficiaries, and shall be binding upon and
inure to the benefit of the Company and its successors and assigns.