THE TYPES CUSTOMARILY INCURRED IN CONNECTION WITH INVESTIGATIONS,
JUDICIAL OR ADMINISTRATIVE PROCEEDINGS OR APPEALS AND WHICH ARE CONSISTENT WITH
THOSE PAID BY THE CORPORATION IN ACCORDANCE WITH ITS GENERAL AND BILLING
GUIDELINES FOR OUTSIDE COUNSEL (WHICH UPON REQUEST WILL BE PROVIDED TO THE
INDEMNITEE), BUT SHALL NOT INCLUDE THE AMOUNT OF JUDGMENTS, FINES OR PENALTIES
AGAINST INDEMNITEE OR AMOUNTS PAID IN SETTLEMENT IN CONNECTION WITH SUCH
MATTERS.
(D)
THE TERM "INDEPENDENT COUNSEL" SHALL MEAN A LAW FIRM, OR A MEMBER
OF A LAW FIRM, THAT IS EXPERIENCED IN MATTERS OF CORPORATION LAW AND NEITHER
CURRENTLY IS, NOR IN THE PAST FIVE YEARS HAS BEEN, RETAINED TO REPRESENT:
(I) THE CORPORATION OR THE INDEMNITEE IN ANY MATTER MATERIAL TO EITHER SUCH
PARTY OR (II) ANY OTHER 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 A CONFLICT OF INTEREST IN
REPRESENTING EITHER THE CORPORATION OR THE INDEMNITEE IN AN ACTION TO DETERMINE
THE INDEMNITEE'S RIGHTS UNDER THIS AGREEMENT.
THE CORPORATION AGREES TO PAY THE
EXPENSES OF THE INDEPENDENT COUNSEL REFERRED TO ABOVE AND TO FULLY INDEMNIFY
SUCH COUNSEL AGAINST ANY AND ALL EXPENSES, CLAIMS, LIABILITIES AND DAMAGES
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS ENGAGEMENT PURSUANT HERETO.
(E)
REFERENCES TO "OTHER ENTERPRISE" SHALL INCLUDE EMPLOYEE BENEFIT
PLANS; REFERENCES TO "FINES" SHALL INCLUDE ANY EXCISE TAX ASSESSED WITH RESPECT
TO ANY EMPLOYEE BENEFIT PLAN; REFERENCES TO "SERVING AT THE REQUEST OF THE
CORPORATION" SHALL INCLUDE ANY SERVICE AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT
OF THE CORPORATION WHICH IMPOSES DUTIES ON, OR INVOLVES SERVICES BY, SUCH
DIRECTOR, OFFICER, EMPLOYEE, OR AGENT WITH RESPECT TO AN EMPLOYEE BENEFIT PLAN,
ITS PARTICIPANTS, OR BENEFICIARIES; AND A PERSON WHO ACTED IN GOOD FAITH AND IN
A MANNER SUCH PERSON REASONABLY BELIEVED TO BE IN THE INTERESTS OF THE
PARTICIPANTS AND BENEFICIARIES OF AN EMPLOYEE BENEFIT PLAN SHALL BE DEEMED TO
HAVE ACTED IN A MANNER "NOT OPPOSED TO THE BEST INTERESTS OF THE CORPORATION" AS
REFERRED TO IN THIS AGREEMENT.
(F)
THE TERM "PROCEEDING" SHALL INCLUDE ANY THREATENED, PENDING OR
COMPLETED ACTION, SUIT, ARBITRATION, ALTERNATIVE DISPUTE RESOLUTION PROCEEDING,
ADMINISTRATIVE HEARING OR OTHER PROCEEDING, WHETHER BROUGHT BY OR IN THE RIGHT
OF THE CORPORATION OR OTHERWISE AND WHETHER OF A CIVIL, CRIMINAL, ADMINISTRATIVE
OR INVESTIGATIVE NATURE, AND ANY APPEAL THEREFROM.
2.
INDEMNITY OF INDEMNITEE.
THE CORPORATION SHALL INDEMNIFY THE
INDEMNITEE IN CONNECTION WITH ANY PROCEEDING AS TO WHICH THE INDEMNITEE IS, WAS
OR IS THREATENED TO BE MADE A PARTY (OR IS OTHERWISE INVOLVED) BY REASON OF THE
INDEMNITEE'S CORPORATE STATUS, TO THE FULLEST EXTENT PERMITTED BY LAW (AS SUCH
MAY BE AMENDED FROM TIME TO TIME).
IN FURTHERANCE OF THE FOREGOING AND WITHOUT
LIMITING THE GENERALITY THEREOF:
(A)
INDEMNIFICATION IN THIRD-PARTY PROCEEDINGS.
THE CORPORATION SHALL
INDEMNIFY THE INDEMNITEE IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 2(A) IF THE INDEMNITEE WAS OR IS A PARTY