(OTHER
THAN THE CORPORATION) PURCHASES SHARES OF THE CORPORATION'S COMMON STOCK
PURSUANT TO A TENDER OR EXCHANGE OFFER FOR SECURITIES REPRESENTING 20% OR MORE
OF THE COMBINED VOTING POWER OF THE CORPORATION'S THEN OUTSTANDING SECURITIES.
FOR PURPOSES OF THIS DEFINITION, "1934 ACT" MEANS THE SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED, INCLUDING THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.
(C)
"DISINTERESTED DIRECTOR" MEANS A DIRECTOR
OF THE COMPANY WHO IS NOT AND WAS NOT A PARTY TO THE PROCEEDING IN RESPECT OF
WHICH INDEMNIFICATION IS SOUGHT BY INDEMNITEE.
(D)
"ENTERPRISE" SHALL MEAN THE COMPANY AND ANY
OTHER CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE, TRUST
OR OTHER ENTERPRISE OF WHICH INDEMNITEE IS OR WAS SERVING AT THE REQUEST OF THE
COMPANY AS A DIRECTOR, OFFICER, EMPLOYEE, AGENT OR FIDUCIARY.
(E)
"EXPENSES" SHALL INCLUDE ALL REASONABLE
ATTORNEYS' FEES, RETAINERS, COURT COSTS, TRANSCRIPT COSTS, FEES OF EXPERTS,
WITNESS FEES, TRAVEL EXPENSES, DUPLICATING COSTS, PRINTING AND BINDING COSTS,
TELEPHONE CHARGES, POSTAGE, DELIVERY SERVICE FEES, ANY FEDERAL, STATE, LOCAL OR
FOREIGN TAXES IMPOSED ON INDEMNITEE AS A RESULT OF THE ACTUAL OR DEEMED RECEIPT
OF ANY PAYMENTS UNDER THIS AGREEMENT, ERISA EXCISE TAXES AND PENALTIES, AND ALL
OTHER DISBURSEMENTS OR EXPENSES OF THE TYPES CUSTOMARILY INCURRED IN CONNECTION
WITH PROSECUTING, DEFENDING, PREPARING TO PROSECUTE OR DEFEND, INVESTIGATING,
BEING OR PREPARING TO BE A WITNESS IN, OR OTHERWISE PARTICIPATING IN, A
PROCEEDING.
EXPENSES ALSO SHALL INCLUDE (I) EXPENSES INCURRED IN CONNECTION
WITH ANY APPEAL RESULTING FROM ANY PROCEEDING, INCLUDING WITHOUT LIMITATION THE
PREMIUM, SECURITY FOR, AND OTHER COSTS RELATING TO ANY COST BOND, SUPERSEDEAS
BOND, OR OTHER APPEAL BOND OR ITS EQUIVALENT, AND (II) EXPENSES INCURRED BY
INDEMNITEE IN CONNECTION WITH THE INTERPRETATION, ENFORCEMENT OR DEFENSE OF
INDEMNITEE'S RIGHTS UNDER THIS AGREEMENT, BY LITIGATION OR OTHERWISE.
THE
PARTIES AGREE THAT FOR THE PURPOSES OF ANY ADVANCEMENT OF EXPENSES FOR WHICH
INDEMNITEE HAS MADE WRITTEN DEMAND TO THE COMPANY IN ACCORDANCE WITH THIS
AGREEMENT, ALL EXPENSES INCLUDED IN SUCH DEMAND THAT ARE CERTIFIED BY AFFIDAVIT
OF INDEMNITEE'S COUNSEL AS BEING REASONABLE SHALL BE PRESUMED CONCLUSIVELY TO BE
REASONABLE.
EXPENSES, HOWEVER, SHALL NOT INCLUDE AMOUNTS PAID IN SETTLEMENT BY
INDEMNITEE OR THE AMOUNT OF JUDGMENTS OR FINES AGAINST INDEMNITEE.
(F)
"INDEPENDENT COUNSEL" MEANS A LAW FIRM,
OR A MEMBER OF A LAW FIRM, THAT IS EXPERIENCED IN MATTERS OF CORPORATION LAW AND
NEITHER PRESENTLY IS, NOR IN THE PAST FIVE YEARS HAS BEEN, RETAINED TO
REPRESENT:
(I) THE COMPANY OR INDEMNITEE IN ANY MATTER MATERIAL TO EITHER SUCH
PARTY, OR (II) ANY OTHER PARTY TO THE PROCEEDING GIVING RISE TO A CLAIM FOR
INDEMNIFICATION HEREUNDER.
NOTWITHSTANDING THE FOREGOING, THE TERM "INDEPENDENT
COUNSEL" SHALL NOT INCLUDE ANY PERSON WHO, UNDER THE APPLICABLE STANDARDS OF
PROFESSIONAL CONDUCT THEN PREVAILING, WOULD HAVE A CONFLICT OF INTEREST IN
REPRESENTING EITHER THE COMPANY OR INDEMNITEE IN AN ACTION TO DETERMINE
INDEMNITEE'S RIGHTS UNDER THIS AGREEMENT.
THE COMPANY AGREES TO PAY THE
REASONABLE FEES AND EXPENSES OF THE INDEPENDENT COUNSEL REFERRED TO ABOVE AND TO
FULLY INDEMNIFY SUCH COUNSEL AGAINST ANY AND ALL