AFTER THE DATE THAT
THE INDEMNITEE SHALL HAVE CEASED TO SERVE AS A DIRECTOR OR AN OFFICER OF THE
CORPORATION OR, AT THE REQUEST OF THE CORPORATION, AS A DIRECTOR, OFFICER,
PARTNER, TRUSTEE, MEMBER, EMPLOYEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP,
JOINT VENTURE, TRUST, LIMITED LIABILITY COMPANY OR OTHER ENTERPRISE OR (B) THE
FINAL TERMINATION OF ALL PROCEEDINGS PENDING ON THE DATE SET FORTH IN CLAUSE (A)
IN RESPECT OF WHICH THE INDEMNITEE IS GRANTED RIGHTS OF INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES HEREUNDER AND OF ANY PROCEEDING COMMENCED BY THE
INDEMNITEE PURSUANT TO PARAGRAPH 10 OF THIS AGREEMENT RELATING THERETO.
14.
INDEMNIFICATION HEREUNDER NOT EXCLUSIVE.
THE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES PROVIDED BY THIS AGREEMENT SHALL
NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH THE INDEMNITEE MAY BE
ENTITLED UNDER THE CERTIFICATE OF INCORPORATION, AS AMENDED TO DATE, THE
BY-LAWS, AS AMENDED TO DATE, ANY OTHER AGREEMENT, ANY VOTE OF STOCKHOLDERS OR
DISINTERESTED DIRECTORS, THE GENERAL CORPORATION LAW OF DELAWARE, ANY OTHER LAW
(COMMON OR STATUTORY), OR OTHERWISE, BOTH AS TO ACTION IN THE INDEMNITEE'S
OFFICIAL CAPACITY AND AS TO ACTION IN ANOTHER CAPACITY WHILE HOLDING OFFICE FOR
THE CORPORATION.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO
PROHIBIT THE CORPORATION FROM PURCHASING AND MAINTAINING INSURANCE, AT ITS
EXPENSE, TO PROTECT ITSELF OR THE INDEMNITEE AGAINST ANY EXPENSE, LIABILITY OR
LOSS INCURRED BY IT OR THE INDEMNITEE IN ANY SUCH CAPACITY, OR ARISING OUT OF
THE INDEMNITEE'S STATUS AS SUCH, WHETHER OR NOT THE INDEMNITEE WOULD BE
INDEMNIFIED AGAINST SUCH EXPENSE, LIABILITY OR LOSS UNDER THIS AGREEMENT;
PROVIDED THAT THE CORPORATION SHALL NOT BE LIABLE UNDER THIS AGREEMENT TO MAKE
ANY PAYMENT OF AMOUNTS OTHERWISE INDEMNIFIABLE HEREUNDER IF AND TO THE EXTENT
THAT THE INDEMNITEE HAS OTHERWISE ACTUALLY RECEIVED SUCH PAYMENT UNDER ANY
INSURANCE POLICY, CONTRACT, AGREEMENT OR OTHERWISE.
15.
NO SPECIAL RIGHTS.
NOTHING HEREIN SHALL
CONFER UPON THE INDEMNITEE ANY RIGHT TO CONTINUE TO SERVE AS A DIRECTOR OR AN
OFFICER OF THE CORPORATION FOR ANY PERIOD OF TIME OR AT ANY PARTICULAR RATE OF
COMPENSATION.
5
16.
SAVINGS CLAUSE.
IF THIS AGREEMENT OR ANY
PORTION THEREOF SHALL BE INVALIDATED ON ANY GROUND BY ANY COURT OF COMPETENT
JURISDICTION, THEN THE CORPORATION SHALL NEVERTHELESS INDEMNIFY THE INDEMNITEE
AS TO EXPENSES, JUDGMENTS, FINES, PENALTIES AND AMOUNTS PAID IN SETTLEMENT WITH
RESPECT TO ANY PROCEEDING TO THE FULL EXTENT PERMITTED BY ANY APPLICABLE PORTION
OF THIS AGREEMENT THAT SHALL NOT HAVE BEEN INVALIDATED AND TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE THE
ORIGINAL.
18.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON THE CORPORATION AND ITS SUCCESSORS AND ASSIGNS AND SHALL
INURE TO THE BENEFIT OF THE ESTATE, HEIRS, EXECUTORS, ADMINISTRATORS AND
PERSONAL REPRESENTATIVES OF THE INDEMNITEE.
19.
HEADINGS.
THE HEADINGS OF THE PARAGRAPHS OF
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO
CONSTITUTE PART OF THIS AGREEMENT OR TO AFFECT THE CONSTRUCTION