LIABILITY INSURANCE.
THE COMPANY MAY,
TO THE EXTENT THAT THE BOARD OF DIRECTORS IN GOOD FAITH DETERMINES IT TO BE
ECONOMICALLY REASONABLE, MAINTAIN A POLICY OF DIRECTORS' AND OFFICERS' LIABILITY
INSURANCE, ON SUCH TERMS CONDITIONS AS MAY BE APPROVED BY THE BOARD OF
DIRECTORS.
TO THE EXTENT THE COMPANY MAINTAINS DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE, THE INDEMNITEE SHALL BE COVERED BY SUCH POLICY 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 DIRECTORS, IF INDEMNITEE IS A
DIRECTOR, OR OF THE COMPANY'S OFFICERS, IF INDEMNITEE IS NOT A DIRECTOR OF THE
COMPANY BUT IS AN OFFICER.
NOTICE OF ANY TERMINATION OR FAILURE TO RENEW SUCH
POLICY SHALL BE PROVIDED TO INDEMNITEE PROMPTLY UPON THE COMPANY'S BECOMING
AWARE OF SUCH TERMINATION OR FAILURE TO RENEW.
THE COMPANY SHALL PROVIDE COPIES
OF ALL SUCH INSURANCE POLICIES AND ANY ENDORSEMENTS THERETO WHENEVER SUCH
DOCUMENTS HAVE BEEN PROVIDED TO THE COMPANY.
10.
AMENDMENT/WAIVER.
NO SUPPLEMENT,
MODIFICATION OR AMENDMENT OF THIS AGREEMENT SHALL BE BINDING UNLESS EXECUTED IN
WRITING BY BOTH OF THE PARTIES HERETO.
NO WAIVER OF ANY OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER
PROVISIONS OF THIS AGREEMENT (WHETHER OR NOT SIMILAR) NOR SHALL SUCH WAIVER
CONSTITUTE A CONTINUING WAIVER.
ANY WAIVER TO THIS AGREEMENT SHALL BE IN
WRITING.
11.
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, INCLUDING ANY DIRECT OR
INDIRECT SUCCESSOR BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, SPOUSES, HEIRS,
AND PERSONAL AND LEGAL REPRESENTATIVES.
12.
SURVIVAL.
THIS AGREEMENT SHALL CONTINUE IN
EFFECT DURING THE INDEMNIFICATION PERIOD, REGARDLESS OF WHETHER INDEMNITEE
CONTINUES TO SERVE AS AN OFFICER OR DIRECTOR OF THE COMPANY OR OF ANY OTHER
ENTERPRISE AT THE COMPANY'S REQUEST.
13.
SEVERABILITY.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE SEVERABLE IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT
(INCLUDING ANY PROVISION WITHIN A SINGLE SECTION, PARAGRAPH OR SENTENCE) IS HELD
BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR OTHERWISE
UNENFORCEABLE, AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE TO THE
FULLEST EXTENT PERMITTED BY LAW.
14.
PERIOD OF LIMITATIONS.
NO LEGAL ACTION
SHALL BE BROUGHT AND NO CAUSE OF ACTION SHALL BE ASSERTED BY OR IN THE RIGHT OF
THE COMPANY AGAINST INDEMNITEE, INDEMNITEE'S ESTATE, SPOUSE, HEIRS, EXECUTORS OR
PERSONAL OR LEGAL REPRESENTATIVES AFTER THE EXPIRATION OF THREE YEARS FROM THE
DATE OF ACCRUAL OF SUCH CAUSE OF ACTION, AND ANY CLAIM OR CAUSE OF ACTION OF THE
COMPANY SHALL BE EXTINGUISHED AND DEEMED RELEASED UNLESS ASSERTED BY THE TIMELY
FILING OF A
7
LEGAL ACTION WITHIN SUCH THREE YEAR PERIOD; PROVIDED, HOWEVER, THAT IF ANY
SHORTER PERIOD OF LIMITATIONS IS OTHERWISE APPLICABLE TO ANY SUCH CAUSE OF
ACTION, SUCH SHORTER PERIOD SHALL GOVERN.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL