INDEMNITEE OF
SECURITIES IN VIOLATION OF SECTION 306 OF THE SARBANES-OXLEY ACT); OR
(C)
EXCEPT AS PROVIDED IN SECTION 14(D) 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 ANY PART OF ANY
PROCEEDING) PRIOR TO ITS INITIATION OR (II) THE COMPANY PROVIDES THE
INDEMNIFICATION, IN ITS SOLE DISCRETION, PURSUANT TO THE POWERS VESTED IN THE
COMPANY UNDER APPLICABLE LAW.
7
SECTION 10.
ADVANCES OF EXPENSES.
IN ACCORDANCE WITH THE
PRE-EXISTING REQUIREMENT OF SECTION 1 OF ARTICLE VII OF THE BY-LAWS OF THE
COMPANY, AND NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,
THE COMPANY SHALL ADVANCE, TO THE EXTENT NOT PROHIBITED BY LAW, THE EXPENSES
INCURRED BY INDEMNITEE IN CONNECTION WITH ANY PROCEEDING, AND SUCH ADVANCEMENT
SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER THE RECEIPT BY THE COMPANY OF A
STATEMENT OR STATEMENTS REQUESTING SUCH ADVANCES FROM TIME TO TIME, WHETHER
PRIOR TO OR AFTER FINAL DISPOSITION OF ANY PROCEEDING.
ADVANCES SHALL BE
UNSECURED AND INTEREST FREE.
ADVANCES SHALL BE MADE WITHOUT REGARD TO
INDEMNITEE'S ABILITY TO REPAY THE EXPENSES AND WITHOUT REGARD TO INDEMNITEE'S
ULTIMATE ENTITLEMENT TO INDEMNIFICATION UNDER THE OTHER PROVISIONS OF THIS
AGREEMENT.
ADVANCES SHALL INCLUDE ANY AND ALL REASONABLE EXPENSES INCURRED
PURSUING AN ACTION TO ENFORCE THIS RIGHT OF ADVANCEMENT, INCLUDING EXPENSES
INCURRED PREPARING AND FORWARDING STATEMENTS TO THE COMPANY TO SUPPORT THE
ADVANCES CLAIMED.
THE INDEMNITEE SHALL QUALIFY FOR ADVANCES UPON THE EXECUTION
AND DELIVERY TO THE COMPANY OF THIS AGREEMENT, WHICH SHALL CONSTITUTE AN
UNDERTAKING PROVIDING THAT THE INDEMNITEE UNDERTAKES TO REPAY THE AMOUNTS
ADVANCED (WITHOUT INTEREST) TO THE EXTENT THAT IT IS ULTIMATELY DETERMINED THAT
INDEMNITEE IS NOT ENTITLED TO BE INDEMNIFIED BY THE COMPANY.
NO OTHER FORM OF
UNDERTAKING SHALL BE REQUIRED OTHER THAN THE EXECUTION OF THIS AGREEMENT.
THIS
SECTION 10 SHALL NOT APPLY TO ANY CLAIM MADE BY INDEMNITEE FOR WHICH INDEMNITY
IS EXCLUDED PURSUANT TO SECTION 9.
SECTION 11.
PROCEDURE FOR NOTIFICATION AND DEFENSE OF CLAIM.
(A)
INDEMNITEE SHALL NOTIFY THE COMPANY IN WRITING OF ANY MATTER WITH
RESPECT TO WHICH INDEMNITEE INTENDS TO SEEK INDEMNIFICATION OR ADVANCEMENT OF
EXPENSES HEREUNDER AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE RECEIPT BY
INDEMNITEE OF WRITTEN NOTICE THEREOF.
THE WRITTEN NOTIFICATION TO THE COMPANY
SHALL INCLUDE A DESCRIPTION OF THE NATURE OF THE PROCEEDING AND THE FACTS
UNDERLYING THE PROCEEDING.
TO OBTAIN INDEMNIFICATION UNDER THIS AGREEMENT,
INDEMNITEE SHALL SUBMIT TO THE COMPANY A WRITTEN REQUEST, INCLUDING THEREIN OR
THEREWITH SUCH DOCUMENTATION AND INFORMATION AS IS REASONABLY AVAILABLE TO
INDEMNITEE AND IS REASONABLY NECESSARY TO DETERMINE WHETHER AND TO WHAT EXTENT
INDEMNITEE IS ENTITLED TO INDEMNIFICATION FOLLOWING THE FINAL DISPOSITION OF
SUCH ACTION, SUIT OR PROCEEDING.
THE OMISSION BY INDEMNITEE TO NOTIFY THE
COMPANY HEREUNDER WILL NOT RELIEVE THE COMPANY FROM ANY LIABILITY WHICH IT MAY
HAVE TO INDEMNITEE HEREUNDER