EXPENSE OF THE COMPANY, ALL ACTION NECESSARY TO SECURE SUCH
RIGHTS, INCLUDING EXECUTION OF SUCH
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DOCUMENTS AS ARE NECESSARY TO ENABLE THE COMPANY TO BRING SUIT TO ENFORCE SUCH
RIGHTS.
(G)
THE COMPANY WILL NOT BE LIABLE UNDER THIS
AGREEMENT TO MAKE ANY PAYMENT OF AMOUNTS OTHERWISE INDEMNIFIABLE UNDER THIS
AGREEMENT IF AND TO THE EXTENT THAT INDEMNITEE HAS OTHERWISE ACTUALLY RECEIVED
SUCH PAYMENT UNDER ANY INSURANCE POLICY, CONTRACT, AGREEMENT, OR OTHERWISE.
(H)
THE COMPANY'S OBLIGATION TO INDEMNIFY OR
ADVANCE EXPENSES UNDER THIS AGREEMENT TO INDEMNITEE WHO IS OR WAS SERVING
ANOTHER PERSON IN CORPORATE STATUS WILL BE REDUCED BY ANY AMOUNT INDEMNITEE HAS
ACTUALLY RECEIVED AS INDEMNIFICATION OR ADVANCEMENT OF EXPENSES FROM SUCH OTHER
PERSON.
9.
EXCEPTION TO RIGHT OF INDEMNIFICATION.
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, THE COMPANY WILL NOT BE
OBLIGATED UNDER THIS AGREEMENT TO MAKE ANY INDEMNITY IN CONNECTION WITH ANY
CLAIM MADE AGAINST INDEMNITEE:
(A)
FOR WHICH PAYMENT HAS ACTUALLY BEEN MADE TO
OR ON BEHALF OF INDEMNITEE UNDER ANY INSURANCE POLICY OR OTHER INDEMNITY
PROVISION, EXCEPT WITH RESPECT TO ANY EXCESS BEYOND THE AMOUNT PAID UNDER ANY
INSURANCE POLICY OR OTHER INDEMNITY PROVISION;
(B)
FOR AN ACCOUNTING OF PROFITS MADE FROM THE
PURCHASE AND SALE (OR SALE AND PURCHASE) BY INDEMNITEE OF SECURITIES OF THE
COMPANY WITHIN THE MEANING OF SECTION 16(B) OF THE EXCHANGE ACT OR SIMILAR
PROVISIONS OF STATE LAW; OR
(C)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 7
OF THIS AGREEMENT, IN CONNECTION WITH ANY PROCEEDING (OR ANY PART OF ANY
PROCEEDING) INITIATED BY INDEMNITEE, INCLUDING ANY PROCEEDING (OR ANY PART OF
ANY PROCEEDING) INITIATED BY INDEMNITEE AGAINST THE COMPANY OR ITS DIRECTORS,
OFFICERS, EMPLOYEES, OR OTHER INDEMNITEES, UNLESS (I) THE BOARD AUTHORIZED THE
PROCEEDING (OR SUCH PART OF ANY PROCEEDING) PRIOR TO ITS INITIATION, (II) SUCH
INDEMNIFICATION IS EXPRESSLY REQUIRED TO BE MADE BY APPLICABLE LAW, OR (III) THE
COMPANY PROVIDES THE INDEMNIFICATION, IN ITS SOLE DISCRETION, PURSUANT TO THE
POWERS VESTED IN THE COMPANY UNDER APPLICABLE LAW.
10.
DURATION OF AGREEMENT.
ALL AGREEMENTS AND
OBLIGATIONS OF THE COMPANY CONTAINED IN THIS AGREEMENT WILL CONTINUE DURING THE
PERIOD INDEMNITEE IS AN OFFICER, DIRECTOR, OR EMPLOYEE OF THE COMPANY (OR IS OR
WAS SERVING AT THE REQUEST OF THE COMPANY AS A DIRECTOR, OFFICER OR EMPLOYEE)
AND WILL CONTINUE THEREAFTER SO LONG AS INDEMNITEE IS, OR MAY BE MADE, THE
SUBJECT TO ANY PROCEEDING (OR ANY PROCEEDING COMMENCED UNDER SECTION 7) BY
REASON OF HIS OR HER CORPORATE STATUS, WHETHER OR NOT HE OR SHE IS ACTING OR
SERVING IN ANY SUCH CAPACITY AT THE TIME ANY LIABILITY OR EXPENSE IS INCURRED
FOR WHICH INDEMNIFICATION CAN BE PROVIDED UNDER THIS AGREEMENT.
THIS AGREEMENT
WILL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
PARTIES AND THEIR RESPECTIVE SUCCESSORS (INCLUDING ANY DIRECT OR INDIRECT
SUCCESSOR BY
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PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR A MAJORITY OF THE
BUSINESS OR ASSETS OR INCOME OR REVENUE GENERATING CAPACITY OF THE COMPANY),
ASSIGNS, SPOUSES, HEIRS,