ALL JUDGMENTS, FINES,
PENALTIES AND AMOUNTS PAID IN SETTLEMENT (INCLUDING ALL INTEREST, ASSESSMENTS
AND OTHER CHARGES PAID OR PAYABLE IN CONNECTION WITH OR IN RESPECT OF SUCH
JUDGMENTS, FINES PENALTIES AND AMOUNTS PAID IN SETTLEMENT) IN CONNECTION WITH
ANY AND ALL PROCEEDINGS FROM TIME TO TIME ACTUALLY PAID OR CLAIMED, REASONABLY
ANTICIPATED OR PROPOSED TO BE PAID.
THE TRUSTEE OF THE TRUST (THE "TRUSTEE")
SHALL BE A BANK OR TRUST COMPANY OR OTHER INDIVIDUAL OR ENTITY CHOSEN BY THE
INDEMNITEE AND REASONABLY ACCEPTABLE TO THE COMPANY.
NOTHING IN THIS SECTION 15
SHALL RELIEVE THE COMPANY OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
THE
AMOUNT OR AMOUNTS TO BE DEPOSITED IN THE TRUST PURSUANT TO THE FOREGOING FUNDING
OBLIGATION SHALL BE DETERMINED BY MUTUAL AGREEMENT OF THE INDEMNITEE AND THE
COMPANY OR, IF THE COMPANY AND THE INDEMNITEE ARE UNABLE TO REACH SUCH AN
AGREEMENT, BY
12
INDEPENDENT COUNSEL SELECTED IN ACCORDANCE WITH SECTION 12(B) OF THIS AGREEMENT.
THE TERMS OF THE TRUST SHALL PROVIDE THAT, EXCEPT UPON THE CONSENT OF BOTH THE
INDEMNITEE AND THE COMPANY, UPON A CHANGE IN CONTROL:
(A) THE TRUST SHALL NOT
BE REVOKED, OR THE PRINCIPAL THEREOF INVADED, WITHOUT THE WRITTEN CONSENT OF THE
INDEMNITEE; (B) THE TRUSTEE SHALL ADVANCE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, WITHIN TWO (2) BUSINESS DAYS OF A REQUEST BY THE INDEMNITEE AND
UPON THE EXECUTION AND DELIVERY TO THE COMPANY OF AN UNDERTAKING PROVIDING THAT
THE INDEMNITEE UNDERTAKES TO REPAY THE ADVANCE TO THE EXTENT THAT IT IS
ULTIMATELY DETERMINED THAT INDEMNITEE IS NOT ENTITLED TO BE INDEMNIFIED BY THE
COMPANY, ANY AND ALL EXPENSES TO THE INDEMNITEE; (C) THE TRUST SHALL CONTINUE TO
BE FUNDED BY THE COMPANY IN ACCORDANCE WITH THE FUNDING OBLIGATIONS SET FORTH
ABOVE; (D) THE TRUSTEE SHALL PROMPTLY PAY TO THE INDEMNITEE ALL AMOUNTS FOR
WHICH THE INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION PURSUANT TO THIS
AGREEMENT OR OTHERWISE; AND (E) ALL UNEXPENDED FUNDS IN SUCH TRUST SHALL REVERT
TO THE COMPANY UPON MUTUAL AGREEMENT BY THE INDEMNITEE AND THE COMPANY OR, IF
THE INDEMNITEE AND THE COMPANY ARE UNABLE TO REACH SUCH AN AGREEMENT, BY
INDEPENDENT COUNSEL SELECTED IN ACCORDANCE WITH SECTION 12(B) OF THIS AGREEMENT,
THAT THE INDEMNITEE HAS BEEN FULLY INDEMNIFIED UNDER THE TERMS OF THIS
AGREEMENT.
THE TRUST SHALL BE GOVERNED BY DELAWARE LAW (WITHOUT REGARD TO ITS
CONFLICTS OF LAWS RULES) AND THE TRUSTEE SHALL CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE DELAWARE COURT IN ACCORDANCE WITH SECTION 23 OF THIS
AGREEMENT.
16.
SECURITY.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, TO THE EXTENT REQUESTED BY THE INDEMNITEE AND APPROVED BY THE BOARD,
THE COMPANY MAY AT ANY TIME AND FROM TIME TO TIME PROVIDE SECURITY TO THE
INDEMNITEE FOR THE COMPANY'S OBLIGATIONS HEREUNDER THROUGH AN IRREVOCABLE BANK
LINE OF CREDIT, FUNDED TRUST OR OTHER COLLATERAL.
ANY SUCH SECURITY, ONCE
PROVIDED TO THE INDEMNITEE, MAY NOT BE REVOKED OR RELEASED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE INDEMNITEE.
17.
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;
SUBROGATION.
(A)
THE