IN ALL POLICIES OF DIRECTOR
AND OFFICER LIABILITY INSURANCE, INDEMNITEE SHALL BE NAMED AS AN INSURED IN SUCH
A MANNER AS TO PROVIDE INDEMNITEE THE SAME RIGHTS AND BENEFITS AS ARE ACCORDED
TO THE MOST FAVORABLY INSURED OF THE COMPANY'S OFFICERS AND DIRECTORS.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL HAVE NO OBLIGATION TO OBTAIN OR
MAINTAIN SUCH INSURANCE IF THE COMPANY DETERMINES IN GOOD FAITH THAT SUCH
INSURANCE IS NOT REASONABLY AVAILABLE, IF THE PREMIUM COSTS FOR SUCH INSURANCE
ARE DISPROPORTIONATE TO THE AMOUNT OF COVERAGE PROVIDED, OR IF THE COVERAGE
PROVIDED BY SUCH INSURANCE IS LIMITED BY EXCLUSIONS SO AS TO PROVIDE AN
INSUFFICIENT BENEFIT. THE COMPANY SHALL PROMPTLY NOTIFY INDEMNITEE OF ANY GOOD
FAITH DETERMINATION NOT TO PROVIDE SUCH COVERAGE.
14.
CONTRACT RIGHTS NOT EXCLUSIVE.
THE RIGHTS
TO PAYMENT OF INDEMNIFIABLE AMOUNTS AND ADVANCEMENT OF INDEMNIFIABLE EXPENSES
PROVIDED BY THIS AGREEMENT SHALL BE IN ADDITION TO, BUT NOT EXCLUSIVE OF, ANY
OTHER RIGHTS WHICH INDEMNITEE MAY HAVE AT ANY TIME UNDER APPLICABLE LAW, THE
COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, OR ANY OTHER AGREEMENT, VOTE
OF STOCKHOLDERS OR DIRECTORS (OR A COMMITTEE OF DIRECTORS), OR OTHERWISE, BOTH
AS TO ACTION IN INDEMNITEE'S OFFICIAL CAPACITY AND AS TO ACTION IN ANY OTHER
CAPACITY AS A RESULT OF INDEMNITEE'S
7
SERVING AS A CONSULTANT TO THE COMPANY IN THE ROLE OF PRINCIPAL FINANCIAL
OFFICER AND PRINCIPAL ACCOUNTING OFFICER.
15.
SUCCESSORS.
THIS AGREEMENT SHALL BE
(A) BINDING UPON ALL SUCCESSORS AND ASSIGNS OF THE COMPANY (INCLUDING ANY
TRANSFEREE OF ALL OR A SUBSTANTIAL PORTION OF THE BUSINESS, STOCK AND/OR ASSETS
OF THE COMPANY AND ANY DIRECT OR INDIRECT SUCCESSOR BY MERGER OR CONSOLIDATION
OR OTHERWISE BY OPERATION OF LAW) AND (B) BINDING ON AND SHALL INURE TO THE
BENEFIT OF THE HEIRS, PERSONAL REPRESENTATIVES, EXECUTORS AND ADMINISTRATORS OF
INDEMNITEE.
THIS AGREEMENT SHALL CONTINUE FOR THE BENEFIT OF INDEMNITEE AND
SUCH HEIRS, PERSONAL REPRESENTATIVES, EXECUTORS AND ADMINISTRATORS AFTER
INDEMNITEE HAS CEASED TO HAVE CORPORATE STATUS.
16.
SUBROGATION.
IN THE EVENT OF ANY PAYMENT OF
INDEMNIFIABLE AMOUNTS UNDER THIS AGREEMENT, THE COMPANY SHALL BE SUBROGATED TO
THE EXTENT OF SUCH PAYMENT TO ALL OF THE RIGHTS OF CONTRIBUTION OR RECOVERY OF
INDEMNITEE AGAINST OTHER PERSONS, AND INDEMNITEE SHALL TAKE, AT THE REQUEST OF
THE COMPANY, ALL REASONABLE ACTION NECESSARY TO SECURE SUCH RIGHTS, INCLUDING
THE EXECUTION OF SUCH DOCUMENTS AS ARE NECESSARY TO ENABLE THE COMPANY TO BRING
SUIT TO ENFORCE SUCH RIGHTS.
17.
CHANGE IN LAW.
TO THE EXTENT THAT A CHANGE
IN DELAWARE LAW (WHETHER BY STATUTE OR JUDICIAL DECISION) SHALL PERMIT BROADER
INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
THAN IS PROVIDED UNDER THE TERMS OF
THE BY-LAWS AND THIS AGREEMENT, INDEMNITEE SHALL BE ENTITLED TO SUCH BROADER
INDEMNIFICATION AND ADVANCEMENTS, AND THIS AGREEMENT SHALL BE DEEMED TO BE
AMENDED TO SUCH EXTENT.
18.
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH A MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS
AGREEMENT, OR ANY CLAUSE THEREOF, SHALL BE