INURE TO THE BENEFIT
OF AND BE ENFORCEABLE BY THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
(INCLUDING ANY DIRECT OR INDIRECT SUCCESSOR BY PURCHASE, MERGER, CONSOLIDATION
OR OTHERWISE TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE
COMPANY), ASSIGNS, SPOUSES, HEIRS, EXECUTORS AND PERSONAL AND LEGAL
REPRESENTATIVES.
11.
SECURITY. TO THE EXTENT REQUESTED BY INDEMNITEE AND APPROVED BY
THE BOARD OF DIRECTORS OF THE COMPANY, THE COMPANY MAY AT ANY TIME AND FROM TIME
TO TIME PROVIDE SECURITY TO 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 INDEMNITEE, MAY NOT BE REVOKED OR RELEASED
WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNITEE.
12.
ENFORCEMENT.
(A)
THE COMPANY EXPRESSLY CONFIRMS AND AGREES THAT IT HAS ENTERED INTO
THIS AGREEMENT AND ASSUMES THE OBLIGATIONS IMPOSED ON IT HEREBY IN ORDER TO
INDUCE INDEMNITEE TO SERVE AS AN OFFICER OR DIRECTOR OF THE COMPANY, AND THE
COMPANY ACKNOWLEDGES THAT INDEMNITEE IS RELYING UPON THIS AGREEMENT IN SERVING
AS AN OFFICER OR DIRECTOR OF THE COMPANY.
(B)
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL, WRITTEN AND IMPLIED, BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
13.
DEFINITIONS. FOR PURPOSES OF THIS AGREEMENT:
(A)
"CORPORATE STATUS" DESCRIBES THE STATUS OF A PERSON WHO IS OR WAS
A DIRECTOR, OFFICER, EMPLOYEE, AGENT OR FIDUCIARY OF THE COMPANY OR OF ANY OTHER
CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER
ENTERPRISE THAT SUCH PERSON IS OR WAS SERVING AT THE EXPRESS WRITTEN REQUEST OF
THE COMPANY.
(B)
"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.
10
(C)
"ENTERPRISE" SHALL MEAN THE COMPANY AND ANY OTHER CORPORATION,
PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE
THAT INDEMNITEE IS OR WAS SERVING AT THE EXPRESS WRITTEN REQUEST OF THE COMPANY
AS A DIRECTOR, OFFICER, EMPLOYEE, AGENT OR FIDUCIARY.
(D)
"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 AND ALL OTHER DISBURSEMENTS OR EXPENSES OF THE
TYPES CUSTOMARILY INCURRED IN CONNECTION WITH PROSECUTING, DEFENDING, PREPARING
TO PROSECUTE OR DEFEND, INVESTIGATING, PARTICIPATING, OR BEING OR PREPARING TO
BE A WITNESS IN A PROCEEDING. EXPENSES ALSO SHALL INCLUDE 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,
SUPERSEDE AS BOND, OR OTHER APPEAL BOND OR ITS EQUIVALENT. EXPENSES, HOWEVER,
SHALL NOT INCLUDE AMOUNTS PAID IN SETTLEMENT BY INDEMNITEE OR THE AMOUNT OF
JUDGMENTS OR FINES AGAINST INDEMNITEE.
(E)
"INDEPENDENT COUNSEL" MEANS A LAW FIRM, OR A MEMBER OF A LAW FIRM,
THAT IS EXPERIENCED IN MATTERS OF