AGENT, SUCH CHANGES, TO THE EXTENT NOT OTHERWISE
REQUIRED BY APPLICABLE LAW
TO BE APPLIED TO THIS AGREEMENT, SHALL HAVE NO
EFFECT ON THIS AGREEMENT OR THE PARTIES' RIGHTS AND OBLIGATIONS HEREUNDER.
7.
PARTIAL INDEMNIFICATION.
IF INDEMNITEE IS ENTITLED UNDER ANY PROVISION
OF THIS AGREEMENT TO INDEMNIFICATION BY THE COMPANY FOR SOME OR A PORTION OF THE
EXPENSES, JUDGMENTS, FINES OR PENALTIES ACTUALLY OR REASONABLY INCURRED BY HIM
IN THE INVESTIGATION, DEFENSE, APPEAL OR SETTLEMENT OF ANY CIVIL OR CRIMINAL
ACTION OR PROCEEDING, BUT NOT, HOWEVER, FOR THE TOTAL AMOUNT THEREOF, THE
COMPANY SHALL NEVERTHELESS INDEMNIFY INDEMNITEE FOR THE PORTION OF SUCH
EXPENSES, JUDGMENTS, FINES OR PENALTIES TO WHICH INDEMNITEE IS ENTITLED.
5
8.
PUBLIC POLICY.
BOTH THE COMPANY AND INDEMNITEE ACKNOWLEDGE THAT IN
CERTAIN INSTANCES, FEDERAL LAW OR APPLICABLE PUBLIC POLICY MAY PROHIBIT THE
COMPANY FROM INDEMNIFYING ITS DIRECTORS AND OFFICERS UNDER THIS AGREEMENT OR
OTHERWISE.
INDEMNITEE UNDERSTANDS AND ACKNOWLEDGES THAT THE COMPANY HAS
UNDERTAKEN OR MAY BE REQUIRED IN THE FUTURE TO UNDERTAKE WITH THE SECURITIES AND
EXCHANGE COMMISSION TO SUBMIT THE QUESTION OF INDEMNIFICATION TO A COURT IN
CERTAIN CIRCUMSTANCES FOR A DETERMINATION OF THE COMPANY'S RIGHT UNDER PUBLIC
POLICY TO INDEMNIFY INDEMNITEE.
9.
INSURANCE.
ALTHOUGH THE COMPANY MAY FROM TIME TO TIME MAINTAIN INSURANCE
FOR THE PURPOSE OF INDEMNIFYING INDEMNITEE AND OTHER AGENTS OF THE COMPANY
AGAINST PERSONAL LIABILITY, INCLUDING COSTS OF LEGAL DEFENSE, NOTHING IN THIS
AGREEMENT SHALL OBLIGATE THE COMPANY TO DO SO.
10.
NO RESTRICTIONS.
THE RIGHTS AND REMEDIES OF INDEMNITEE UNDER THIS
AGREEMENT SHALL NOT BE DEEMED TO EXCLUDE OR IMPAIR ANY OTHER RIGHTS OR REMEDIES
TO WHICH INDEMNITEE MAY BE ENTITLED UNDER THE CERTIFICATE OF INCORPORATION OR
BYLAWS OF THE COMPANY, OR UNDER ANY OTHER AGREEMENT, PROVISION OF LAW OR
OTHERWISE, NOR SHALL ANYTHING CONTAINED HEREIN RESTRICT THE RIGHT OF THE COMPANY
TO INDEMNIFY INDEMNITEE IN ANY PROPER CASE EVEN THOUGH NOT SPECIFICALLY PROVIDED
FOR IN THIS AGREEMENT, NOR SHALL ANYTHING CONTAINED HEREIN RESTRICT INDEMNITEE'S
RIGHT TO CONTRIBUTION AS MAY BE AVAILABLE UNDER APPLICABLE LAW.
THE
INDEMNIFICATION PROVIDED UNDER THIS AGREEMENT SHALL CONTINUE AS TO INDEMNITEE
FOR ANY ACTION INDEMNITEE TOOK OR DID NOT TAKE WHILE SERVING IN AN INDEMNIFIED
CAPACITY EVEN THOUGH INDEMNITEE MAY HAVE CEASED TO SERVE IN SUCH CAPACITY.
11.
TERMINATION.
THE COMPANY MAY TERMINATE THIS AGREEMENT AT ANY TIME UPON
NINETY (90) DAYS WRITTEN NOTICE, BUT ANY SUCH TERMINATION WILL NOT AFFECT CLAIMS
RELATING TO EVENTS OCCURRING PRIOR TO THE EFFECTIVE DATE OF TERMINATION.
12.
SEVERABILITY.
EACH OF THE PROVISIONS OF THIS AGREEMENT IS A SEPARATE AND
DISTINCT AGREEMENT AND INDEPENDENT OF THE OTHERS, SO THAT IF ANY PROVISION
HEREOF SHALL BE HELD TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF THE OTHER PROVISIONS HEREOF.
FURTHERMORE, TO THE FULLEST EXTENT POSSIBLE,
THE PROVISIONS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATIONS, EACH PORTION
OF THIS AGREEMENT CONTAINING ANY PROVISION HELD TO BE INVALID, VOID OR OTHERWISE
UNENFORCEABLE, THAT IS NOT ITSELF INVALID, VOID OR UNENFORCEABLE) SHALL