UPON A PLEA OF NOLO CONTENDERE, OR ITS EQUIVALENT, SHALL NOT, OF ITSELF, CREATE
A PRESUMPTION THAT INDEMNITEE DID NOT MEET ANY PARTICULAR STANDARD OF CONDUCT OR
HAVE ANY PARTICULAR BELIEF OR THAT A COURT HAS DETERMINED THAT INDEMNIFICATION
IS NOT PERMITTED BY APPLICABLE LAW.
8
(B)
THE KNOWLEDGE AND/OR ACTIONS, OR FAILURE TO ACT, OF ANY DIRECTOR, OFFICER,
AGENT OR EMPLOYEE OF THE COMPANY, ANY SUBSIDIARY OR ANY AFFILIATE OF THE COMPANY
SHALL NOT BE IMPUTED TO INDEMNITEE FOR PURPOSES OF DETERMINING THE RIGHT TO
INDEMNIFICATION UNDER THIS AGREEMENT.
8.
NON-EXCLUSIVITY, ETC.
THE RIGHTS OF INDEMNITEE HEREUNDER SHALL
BE IN ADDITION TO ANY OTHER RIGHTS INDEMNITEE MAY HAVE UNDER THE CERTIFICATE OF
INCORPORATION, THE COMPANY'S BYLAWS, THE DELAWARE GENERAL CORPORATION LAW, ANY
VOTE OF STOCKHOLDERS OR DISINTERESTED DIRECTORS OR OTHERWISE, BOTH AS TO ACTION
IN INDEMNITEE'S OFFICIAL CAPACITY AND AS TO ACTION IN ANY OTHER CAPACITY BY
HOLDING SUCH OFFICE, AND SHALL CONTINUE AFTER INDEMNITEE CEASES TO SERVE THE
COMPANY AS A DIRECTOR, OFFICER, EMPLOYEE, AGENT OR FIDUCIARY, FOR SO LONG AS
INDEMNITEE SHALL BE SUBJECT TO ANY CLAIM BY REASON OF (OR ARISING IN PART OUT
OF) AN INDEMNIFIABLE EVENT.
9.
LIABILITY INSURANCE.
TO THE EXTENT THE COMPANY MAINTAINS AN
INSURANCE POLICY OR POLICIES PROVIDING DIRECTORS' AND OFFICERS' LIABILITY
INSURANCE, 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
DIRECTOR OR OFFICER OF THE COMPANY.
10.
SUBROGATION.
IN THE EVENT OF 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 SHALL DO
EVERYTHING THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS, INCLUDING THE EXECUTION
OF SUCH DOCUMENTS NECESSARY TO ENABLE THE COMPANY EFFECTIVELY TO BRING SUIT TO
ENFORCE SUCH RIGHTS.
11.
PARTIAL INDEMNITY, ETC.
IF INDEMNITEE IS ENTITLED UNDER ANY
PROVISION OF THIS AGREEMENT TO INDEMNIFICATION BY THE COMPANY FOR SOME OR A
PORTION OF THE LOSSES AND EXPENSES OF A CLAIM BUT NOT, HOWEVER, FOR ALL OF THE
TOTAL AMOUNT THEREOF, THE COMPANY SHALL NEVERTHELESS INDEMNIFY INDEMNITEE FOR
THE PORTION THEREOF TO WHICH INDEMNITEE IS ENTITLED.
MOREOVER, NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, TO THE EXTENT THAT INDEMNITEE HAS BEEN
SUCCESSFUL ON THE MERITS OR OTHERWISE IN DEFENSE OF ANY OR ALL CLAIMS RELATING
IN WHOLE OR IN PART TO ANY INDEMNIFIABLE EVENT OR IN DEFENSE OF ANY ISSUE OR
MATTER THEREIN, INCLUDING DISMISSAL WITHOUT PREJUDICE, INDEMNITEE SHALL BE
INDEMNIFIED AGAINST ALL EXPENSES INCURRED IN CONNECTION THEREWITH.
12.
LIABILITY OF COMPANY.
INDEMNITEE AGREES THAT NEITHER THE
STOCKHOLDERS NOR THE DIRECTORS NOR ANY OFFICER, EMPLOYEE, REPRESENTATIVE OR
AGENT OF THE COMPANY SHALL BE PERSONALLY LIABLE FOR THE SATISFACTION OF THE
COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT AND INDEMNITEE SHALL LOOK SOLELY TO
THE ASSETS OF THE COMPANY FOR SATISFACTION OF ANY CLAIMS HEREUNDER.
13.
ENFORCEMENT.
(A)
INDEMNITEE'S RIGHT TO INDEMNIFICATION AND OTHER RIGHTS UNDER THIS
AGREEMENT SHALL BE