OF EQUALS
CESSATION DATE.
"PROCEEDING" MEANS ANY REASONABLY FORESEEABLE, THREATENED, PENDING OR COMPLETED
ACTION, SUIT, HEARING, INVESTIGATION OR INQUIRY (WHETHER INTERNAL OR EXTERNAL)
ARBITRATION OR OTHER ALTERNATIVE DISPUTE MECHANISM, OR OTHER PROCEEDING, WHETHER
CIVIL, CRIMINAL, ADMINISTRATIVE, REGULATORY, CONGRESSIONAL, INVESTIGATIVE OR
OTHERWISE.
"SEC" MEANS THE SECURITIES AND EXCHANGE COMMISSION.
"SPOUSE" MEANS THE PERSON WITH WHOM INDEMNITEE HAS ENTERED INTO A LAWFUL
MARRIAGE, CIVIL UNION, OR DOMESTIC PARTNERSHIP ARRANGEMENT THAT HAS NOT BEEN
ANNULLED, DISSOLVED, OR OTHERWISE INVALIDATED OR TERMINATED UNDER THE LAW OF THE
JURISDICTION IN WHICH IT WAS ENTERED, INCLUDING "DOMESTIC PARTNER" AS THAT TERM
IS USED IN THE COMPANY'S EMPLOYEE MEDICAL INSURANCE PROGRAM.
"SURVIVING CORPORATION" MEANS THE CORPORATION RESULTING FROM A REORGANIZATION
TRANSACTION OR, IF SECURITIES REPRESENTING AT LEAST 50% OF THE AGGREGATE VOTING
POWER OF SUCH RESULTING CORPORATION ARE DIRECTLY OR INDIRECTLY OWNED BY ANOTHER
CORPORATION, SUCH OTHER CORPORATION.
"TERMINATION OF EMPLOYMENT" MEANS ANY TERMINATION OF INDEMNITEE'S EMPLOYMENT
WITH, OR POSITION AS A DIRECTOR OF,
THE COMPANY, WHETHER SUCH OCCURS BY REASON
OF (A) THE INITIATIVE OF ANY COMPANY OR INDEMNITEE OR (B) THE DEATH OF
INDEMNITEE.
"TO THE FULLEST EXTENT AUTHORIZED BY LAW" MEANS (I) TO THE FULLEST EXTENT
PERMITTED BY THE GENERAL CORPORATION LAW OF DELAWARE AS IN EFFECT ON THE DATE OF
THIS AGREEMENT AND AS INTERPRETED BY THE COURTS OF DELAWARE, AND (II) TO THE
FULLEST EXTENT
7
AUTHORIZED OR PERMITTED BY ANY INTERPRETATIONS OF, AMENDMENTS TO OR REPLACEMENTS
OF THE GENERAL CORPORATION LAW OF DELAWARE ADOPTED OR ANNOUNCED AFTER THE DATE
OF THIS AGREEMENT THAT INCREASES THE EXTENT TO WHICH A CORPORATION MAY PROVIDE
INDEMNIFICATION.
"VOTING SECURITIES" OF A CORPORATION MEANS SECURITIES OF SUCH CORPORATION THAT
ARE ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF SUCH CORPORATION.
ARTICLE II
SECTION 2.01
SERVICES BY INDEMNITEE.
INDEMNITEE HEREBY AGREES TO SERVE OR
CONTINUE TO SERVE THE COMPANY, FOR SO LONG AS INDEMNITEE IS DULY ELECTED OR
APPOINTED OR UNTIL INDEMNITEE TENDERS HIS RESIGNATION, IS REMOVED, OR DIES.
ARTICLE III
SECTION 3.01
INDEMNIFICATION GENERALLY.
THE COMPANY SHALL INDEMNIFY
INDEMNITEE AND INDEMNITEE'S SPOUSE WHO IS OR WAS MADE A PARTY OR A WITNESS OR
OTHER PARTICIPANT IN OR IS OR WAS THREATENED TO BE MADE A PARTY OR A WITNESS OR
OTHER PARTICIPANT IN ANY PROCEEDING, BY REASON OF THE FACT THAT THE INDEMNITEE
WAS OR MAY BE DEEMED A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE COMPANY OR IS
OR WAS OR MAY BE DEEMED SERVING AT THE REQUEST OF THE COMPANY AS A DIRECTOR,
OFFICER, EMPLOYEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE,
TRUST, OR OTHER ENTERPRISE AGAINST ANY AND ALL EXPENSES AND LIABILITIES ACTUALLY
AND REASONABLY INCURRED TO THE FULLEST EXTENT AUTHORIZED BY LAW, PROVIDED THAT,
INDEMNITEE ACTED IN GOOD FAITH AND IN A MANNER REASONABLY BELIEVED TO BE IN OR
NOT OPPOSED TO THE BEST INTERESTS OF THE COMPANY, AND WITH RESPECT TO ANY
CRIMINAL ACTION OR PROCEEDING, HAD NO REASONABLE CAUSE TO BELIEVE HIS, HER OR
ITS CONDUCT WAS UNLAWFUL.
SECTION 3.02
SUCCESSFUL DEFENSE; PARTIAL SUCCESS.
THE COMPANY