INDEMNIFICATION OF INDEMNITEE HEREUNDER AGAINST
INDEMNIFIABLE LOSSES RELATING TO, ARISING OUT OF OR RESULTING FROM AN
INDEMNIFABLE CLAIM. THE STANDARD OF CONDUCT IS (I) GOOD FAITH AND A REASONABLE
BELIEF BY INDEMNITEE THAT HIS ACTION WAS IN OR NOT OPPOSED TO THE BEST INTERESTS
OF THE COMPANY AND, WITH RESPECT TO ANY CRIMINAL ACTION OR PROCEEDING, THAT
INDEMNITEE HAD NO REASONABLE CAUSE TO BELIEVE THAT HIS CONDUCT WAS UNLAWFUL, OR
(II) ANY OTHER APPLICABLE STANDARD OF CONDUCT THAT MAY HEREAFTER BE SUBSTITUTED
UNDER SECTION 145(A) OR (B) OF THE DELAWARE GENERAL CORPORATION LAW OR ANY
SUCCESSOR TO SUCH PROVISION(S).
2.
INDEMNIFICATION OBLIGATION. SUBJECT ONLY TO SECTION 7 AND TO THE
PROVISO IN THIS SECTION, THE COMPANY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS
INDEMNITEE, TO THE FULLEST EXTENT PERMITTED, REQUIRED OR NOT PROHIBITED BY THE
LAWS OF THE STATE OF DELAWARE IN EFFECT ON THE DATE HEREOF OR AS SUCH LAWS MAY
FROM TIME TO TIME HEREAFTER BE AMENDED TO INCREASE THE SCOPE OF SUCH PERMITTED
INDEMNIFICATION, AGAINST ANY AND ALL INDEMNIFABLE CLAIMS AND INDEMNIFIABLE
LOSSES; PROVIDED, HOWEVER, THAT, EXCEPT AS PROVIDED IN SECTION 5, INDEMNITEE
SHALL NOT BE ENTITLED TO INDEMNIFICATION PURSUANT TO THIS AGREEMENT IN
CONNECTION WITH (I) ANY CLAIM INITIATED BY INDEMNITEE AGAINST THE COMPANY OR ANY
DIRECTOR OR OFFICER OF THE COMPANY UNLESS THE COMPANY HAS JOINED IN OR CONSENTED
TO THE INITIATION OF SUCH CLAIM, OR (II) THE PURCHASE AND SALE BY INDEMNITEE OF
SECURITIES IN VIOLATION OF SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THE COMPANY ACKNOWLEDGES THAT THE FOREGOING OBLIGATION MAY BE
BROADER THAN THAT NOW PROVIDED BY APPLICABLE LAW AND THE COMPANY'S
4
Constituent Documents and intends that it be interpreted consistently with this
Section and the recitals to this Agreement.
3.
ADVANCEMENT OF EXPENSES. INDEMNITEE SHALL HAVE THE RIGHT TO
ADVANCEMENT BY THE COMPANY PRIOR TO THE FINAL DISPOSITION OF ANY INDEMNIFIABLE
CLAIM OF ANY AND ALL
EXPENSES RELATING TO, ARISING OUT OF OR RESULTING FROM
ANY INDEMNIFIABLE CLAIM PAID OR INCURRED BY INDEMNITEE. WITHOUT LIMITING THE
GENERALITY OR EFFECT OF ANY OTHER PROVISION HEREOF, INDEMNITEE'S RIGHT TO SUCH
ADVANCEMENT IS NOT SUBJECT TO THE SATISFACTION OF ANY STANDARD OF CONDUCT.
WITHOUT LIMITING THE GENERALITY OR EFFECT OF THE FOREGOING, WITHIN FIVE BUSINESS
DAYS AFTER ANY REQUEST BY INDEMNITEE THAT IS ACCOMPANIED BY SUPPORTING
DOCUMENTATION FOR SPECIFIC
EXPENSES TO BE REIMBURSED OR ADVANCED, THE COMPANY
SHALL, IN ACCORDANCE WITH SUCH REQUEST (BUT WITHOUT DUPLICATION), (A) PAY SUCH
EXPENSES ON BEHALF OF INDEMNITEE, (B) ADVANCE TO INDEMNITEE FUNDS IN AN AMOUNT
SUFFICIENT TO PAY SUCH EXPENSES, OR (C) REIMBURSE INDEMNITEE FOR SUCH EXPENSES;
PROVIDED THAT INDEMNITEE SHALL REPAY, WITHOUT INTEREST, ANY AMOUNTS ACTUALLY
ADVANCED TO INDEMNITEE THAT, AT THE FINAL DISPOSITION OF THE INDEMNIFIABLE CLAIM
TO WHICH THE ADVANCE RELATED, WERE IN EXCESS OF AMOUNTS PAID OR PAYABLE BY
INDEMNITEE IN RESPECT OF EXPENSES RELATING TO, ARISING OUT OF OR RESULTING FROM
SUCH INDEMNIFIABLE CLAIM. IN CONNECTION WITH ANY SUCH PAYMENT, ADVANCEMENT OR
REIMBURSEMENT, AT THE REQUEST OF