COMPANY AND COVERING THE COMPANY FOR ANY
INDEMNIFICATION OR ADVANCE OF EXPENSES MADE BY THE COMPANY TO INDEMNITEE FOR ANY
CLAIMS MADE AGAINST INDEMNITEE FOR SERVICE AS A DIRECTOR OR OFFICER OF THE
COMPANY.
WITHOUT IN ANY WAY LIMITING ANY OTHER OBLIGATION UNDER THIS AGREEMENT,
THE COMPANY SHALL INDEMNIFY INDEMNITEE FOR ANY PAYMENT BY INDEMNITEE ARISING OUT
OF THE AMOUNT OF ANY DEDUCTIBLE OR RETENTION AND THE AMOUNT OF ANY EXCESS OF THE
AGGREGATE OF ALL JUDGMENTS, PENALTIES, FINES, SETTLEMENTS AND REASONABLE
EXPENSES ACTUALLY AND REASONABLY INCURRED BY INDEMNITEE IN CONNECTION WITH A
PROCEEDING OVER THE COVERAGE OF ANY INSURANCE REFERRED TO IN THE PREVIOUS
SENTENCE.
SECTION 15.
INDEMNIFICATION FOR EXPENSES OF A WITNESS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE EXTENT THAT
INDEMNITEE IS OR MAY BE, BY REASON OF HIS CORPORATE STATUS, A WITNESS IN ANY
PROCEEDING, WHETHER INSTITUTED BY THE COMPANY OR ANY OTHER PARTY, AND TO WHICH
INDEMNITEE IS NOT A PARTY BUT IN WHICH THE INDEMNITEE RECEIVES A SUBPOENA TO
TESTIFY, HE SHALL BE ADVANCED ALL REASONABLE EXPENSES AND INDEMNIFIED AGAINST
ALL EXPENSES ACTUALLY AND REASONABLY INCURRED BY HIM OR ON HIS BEHALF IN
CONNECTION THEREWITH.
SECTION 16.
DURATION OF AGREEMENT; BINDING EFFECT.
(A)
THIS AGREEMENT SHALL CONTINUE UNTIL AND TERMINATE TEN YEARS AFTER
THE DATE THAT INDEMNITEE'S CORPORATE STATUS SHALL HAVE CEASED; PROVIDED, THAT
THE RIGHTS OF INDEMNITEE HEREUNDER SHALL CONTINUE UNTIL THE FINAL TERMINATION OF
ANY PROCEEDING THEN PENDING IN RESPECT OF WHICH INDEMNITEE IS GRANTED RIGHTS OF
INDEMNIFICATION OR ADVANCE OF EXPENSES HEREUNDER AND OF ANY PROCEEDING COMMENCED
BY INDEMNITEE PURSUANT TO SECTION 11 OF THIS AGREEMENT RELATING THERETO.
(B)
THE INDEMNIFICATION AND ADVANCE OF EXPENSES PROVIDED BY, OR
GRANTED PURSUANT TO, THIS AGREEMENT SHALL BE BINDING UPON AND BE ENFORCEABLE BY
THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (INCLUDING ANY
DIRECT OR INDIRECT SUCCESSOR BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE COMPANY), SHALL
CONTINUE AS TO AN INDEMNITEE WHO HAS CEASED TO BE A DIRECTOR, TRUSTEE, OFFICER,
EMPLOYEE OR AGENT OF THE COMPANY OR OF ANY OTHER CORPORATION, PARTNERSHIP, JOINT
VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE WHICH SUCH PERSON IS
OR WAS SERVING AT THE WRITTEN REQUEST OF THE COMPANY, AND SHALL INURE TO THE
BENEFIT OF INDEMNITEE AND HIS SPOUSE, ASSIGNS, HEIRS, DEVISEES, EXECUTORS AND
ADMINISTRATORS AND OTHER LEGAL REPRESENTATIVES.
(C)
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 INDEMNITEE,
EXPRESSLY TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND
TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
7
SECTION 17.
SEVERABILITY.
IF ANY PROVISION OR PROVISIONS OF THIS
AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON