IN CONNECTION WITH INVESTIGATING, PREPARING FOR,
PARTICIPATING IN OR DEFENDING ANY PROCEEDINGS, AND ANY AND 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 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, HELD HARMLESS OR EXONERATED BY THE COMPANY; (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, OR TO BE
HELD HARMLESS OR EXONERATED 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, HELD HARMLESS AND EXONERATED 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