EXPENSES PROVIDED BY THIS AGREEMENT ARE CUMULATIVE, AND NOT
EXCLUSIVE, AND ARE IN ADDITION TO ANY OTHER RIGHTS TO WHICH THE INDEMNITEE MAY
NOW OR IN THE FUTURE BE ENTITLED UNDER ANY PROVISION OF THE BYLAWS OR
CERTIFICATE OF THE COMPANY, ANY VOTE OF STOCKHOLDERS OR DISINTERESTED DIRECTORS,
ANY PROVISION OF LAW OR OTHERWISE. EXCEPT AS REQUIRED BY APPLICABLE LAW, THE
COMPANY SHALL NOT ADOPT ANY AMENDMENT TO ITS BYLAWS OR CERTIFICATE THE EFFECT OF
WHICH WOULD BE TO DENY, DIMINISH OR ENCUMBER THE INDEMNITEE'S RIGHT TO
INDEMNIFICATION UNDER THIS AGREEMENT.
14.
DIRECTOR AND OFFICER LIABILITY INSURANCE.
THE COMPANY SHALL
MAINTAIN DIRECTORS' AND OFFICERS' LIABILITY INSURANCE FOR SO LONG AS THE
INDEMNITEE'S SERVICES ARE COVERED HEREUNDER, PROVIDED AND TO THE EXTENT THAT
SUCH INSURANCE IS AVAILABLE ON A COMMERCIALLY REASONABLE BASIS. IN THE EVENT THE
COMPANY MAINTAINS DIRECTORS' AND OFFICERS' LIABILITY INSURANCE, THE INDEMNITEE
SHALL BE NAMED AS AN INSURED IN SUCH MANNER AS TO PROVIDE THE INDEMNITEE THE
SAME RIGHTS AND BENEFITS AS ARE ACCORDED TO THE MOST FAVORABLY INSURED OF THE
COMPANY'S OFFICERS OR DIRECTORS. HOWEVER, THE COMPANY AGREES THAT THE PROVISIONS
HEREOF SHALL REMAIN IN EFFECT REGARDLESS OF WHETHER LIABILITY OR OTHER INSURANCE
COVERAGE IS AT ANY TIME OBTAINED OR RETAINED BY THE COMPANY, EXCEPT THAT ANY
PAYMENTS MADE TO, OR ON BEHALF OF, THE INDEMNITEE UNDER AN INSURANCE POLICY
SHALL REDUCE THE OBLIGATIONS OF THE COMPANY HEREUNDER.
15.
SPOUSAL INDEMNIFICATION.
THE COMPANY WILL INDEMNIFY THE
INDEMNITEE'S SPOUSE TO WHOM THE INDEMNITEE IS LEGALLY MARRIED AT ANY TIME THE
INDEMNITEE IS COVERED UNDER THE INDEMNIFICATION PROVIDED IN THIS AGREEMENT (EVEN
IF THE INDEMNITEE DID NOT REMAIN MARRIED TO HIM OR HER DURING THE ENTIRE PERIOD
OF COVERAGE) AGAINST ANY PENDING OR THREATENED ACTION, SUIT, PROCEEDING OR
INVESTIGATION FOR THE SAME PERIOD, TO THE SAME EXTENT AND SUBJECT TO THE SAME
STANDARDS, LIMITATIONS, OBLIGATIONS AND CONDITIONS UNDER WHICH THE INDEMNITEE IS
PROVIDED INDEMNIFICATION HEREIN, IF THE INDEMNITEE'S SPOUSE (OR FORMER SPOUSE)
BECOMES INVOLVED IN A PENDING OR THREATENED ACTION, SUIT, PROCEEDING OR
INVESTIGATION SOLELY BY REASON OF HIS OR HER STATUS AS THE INDEMNITEE'S SPOUSE,
INCLUDING, WITHOUT LIMITATION, ANY PENDING OR THREATENED ACTION, SUIT,
PROCEEDING OR INVESTIGATION THAT SEEKS DAMAGES RECOVERABLE FROM MARITAL
COMMUNITY PROPERTY, JOINTLY-OWNED PROPERTY OR PROPERTY PURPORTED TO HAVE BEEN
TRANSFERRED FROM THE INDEMNITEE TO HIS/HER SPOUSE (OR FORMER SPOUSE). THE
INDEMNITEE'S SPOUSE OR FORMER SPOUSE ALSO MAY BE ENTITLED TO ADVANCEMENT OF
EXPENSES TO THE SAME EXTENT THAT THE INDEMNITEE IS ENTITLED TO ADVANCEMENT OF
EXPENSES HEREIN. THE COMPANY MAY MAINTAIN INSURANCE TO COVER ITS OBLIGATION
HEREUNDER WITH RESPECT TO THE INDEMNITEE'S SPOUSE (OR FORMER SPOUSE) OR SET
ASIDE ASSETS IN A TRUST OR ESCROW FUND FOR THAT PURPOSE.
16.
INTENT.
THIS AGREEMENT IS INTENDED TO BE BROADER THAN ANY
STATUTORY INDEMNIFICATION RIGHTS APPLICABLE IN THE STATE OF DELAWARE AND SHALL
BE IN ADDITION TO ANY OTHER RIGHTS THE INDEMNITEE MAY HAVE UNDER THE COMPANY'S
CERTIFICATE, BYLAWS, APPLICABLE LAW OR OTHERWISE. TO THE EXTENT THAT A CHANGE IN
APPLICABLE LAW (WHETHER BY STATUTE OR