COMPANY MAINTAINS AN INSURANCE POLICY OR
POLICIES PROVIDING LIABILITY INSURANCE FOR DIRECTORS, OFFICERS, EMPLOYEES, OR
AGENTS OF THE COMPANY OR OF ANY OTHER ENTERPRISE, INDEMNITEE SHALL BE COVERED BY
SUCH POLICY OR POLICIES IN ACCORDANCE WITH ITS OR THEIR TERMS TO THE MAXIMUM
EXTENT OF THE COVERAGE AVAILABLE FOR ANY SUCH DIRECTOR, OFFICER, EMPLOYEE OR
AGENT UNDER SUCH POLICY OR POLICIES.
IF, AT THE TIME OF THE RECEIPT OF A NOTICE
OF A CLAIM PURSUANT TO THE TERMS HEREOF, THE COMPANY HAS DIRECTOR AND OFFICER
LIABILITY INSURANCE IN EFFECT, THE COMPANY SHALL GIVE PROMPT NOTICE OF THE
COMMENCEMENT OF SUCH PROCEEDING TO THE INSURERS IN ACCORDANCE WITH THE
PROCEDURES SET FORTH IN THE RESPECTIVE POLICIES.
THE COMPANY SHALL THEREAFTER
TAKE ALL NECESSARY OR DESIRABLE ACTION TO CAUSE SUCH INSURERS TO PAY, ON BEHALF
OF THE INDEMNITEE, ALL AMOUNTS PAYABLE AS A RESULT OF SUCH PROCEEDING IN
ACCORDANCE WITH THE TERMS OF SUCH POLICIES.
(C)
IN THE EVENT OF ANY PAYMENT UNDER THIS AGREEMENT, THE COMPANY
SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL OF THE RIGHTS OF
RECOVERY OF INDEMNITEE, WHO SHALL EXECUTE ALL PAPERS REQUIRED AND TAKE ALL
ACTION NECESSARY TO SECURE SUCH RIGHTS, INCLUDING EXECUTION OF SUCH DOCUMENTS AS
ARE NECESSARY TO ENABLE THE COMPANY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
(D)
THE COMPANY SHALL NOT BE LIABLE UNDER THIS AGREEMENT TO MAKE
ANY PAYMENT OF AMOUNTS OTHERWISE INDEMNIFIABLE HEREUNDER (OR FOR WHICH
ADVANCEMENT IS PROVIDED HEREUNDER) IF AND TO THE EXTENT THAT INDEMNITEE HAS
OTHERWISE ACTUALLY RECEIVED SUCH PAYMENT UNDER ANY INSURANCE POLICY, CONTRACT,
AGREEMENT OR OTHERWISE.
(E)
THE COMPANY'S OBLIGATION TO INDEMNIFY OR ADVANCE EXPENSES
HEREUNDER TO INDEMNITEE WHO IS OR WAS SERVING AT THE REQUEST OF THE COMPANY AS A
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANY OTHER CORPORATION, PARTNERSHIP,
JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE SHALL BE REDUCED
BY ANY AMOUNT INDEMNITEE HAS ACTUALLY RECEIVED AS INDEMNIFICATION OR ADVANCEMENT
OF EXPENSES FROM SUCH OTHER CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST,
EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE.
SECTION 15. DURATION OF AGREEMENT.
THIS AGREEMENT SHALL CONTINUE UNTIL AND
TERMINATE UPON THE LATER OF (A) TEN (10) YEARS AFTER THE DATE THAT INDEMNITEE
SHALL HAVE CEASED TO SERVE AS A DIRECTOR OF THE COMPANY OR (B) ONE (1) YEAR
AFTER THE FINAL TERMINATION OF ANY PROCEEDING, INCLUDING ANY APPEAL, THEN
PENDING IN RESPECT OF WHICH INDEMNITEE IS GRANTED RIGHTS OF INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES HEREUNDER AND OF ANY PROCEEDING COMMENCED BY INDEMNITEE
PURSUANT TO SECTION 13 OF THIS AGREEMENT RELATING THERETO.
THIS AGREEMENT SHALL
BE BINDING UPON THE COMPANY AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO
THE BENEFIT OF INDEMNITEE AND HIS HEIRS, EXECUTORS AND ADMINISTRATORS.
THE
COMPANY SHALL REQUIRE AND CAUSE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL, SUBSTANTIALLY ALL OR A
SUBSTANTIAL PART, OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, BY WRITTEN
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE INDEMNITEE, EXPRESSLY TO
ASSUME AND AGREE TO