INDEMNITEE SHALL FUND SUCH TRUST IN AN AMOUNT SUFFICIENT TO SATISFY ANY AND ALL
EXPENSES REASONABLY ANTICIPATED AT THE TIME OF EACH SUCH REQUEST TO BE INCURRED
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
12
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 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