BENEFIT. NOTWITHSTANDING THE
AVAILABILITY OF SUCH INSURANCE, INDEMNITEE ALSO MAY CLAIM INDEMNIFICATION FROM
THE COMPANY PURSUANT TO THIS AGREEMENT BY ASSIGNING TO THE COMPANY ANY CLAIMS
UNDER SUCH INSURANCE TO THE EXTENT INDEMNITEE IS PAID BY THE COMPANY. INDEMNITEE
SHALL REIMBURSE THE COMPANY FOR ANY SUMS HE RECEIVES AS INDEMNIFICATION FROM
OTHER SOURCES TO THE EXTENT OF ANY AMOUNT PAID TO HIM FOR THAT PURPOSE BY THE
COMPANY;
9.2
SECTION 16(B).
ON ACCOUNT AND TO THE EXTENT OF ANY WHOLLY OR
PARTIALLY SUCCESSFUL CLAIM AGAINST INDEMNITEE FOR AN ACCOUNTING OF PROFITS MADE
FROM THE PURCHASE OR SALE BY INDEMNITEE OF SECURITIES OF THE COMPANY PURSUANT TO
THE PROVISIONS OF SECTION 16(B) OR THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AND AMENDMENTS THERETO OR SIMILAR PROVISIONS OF ANY FEDERAL, STATE OR
LOCAL STATUTORY LAW.
9.3
INDEMNITEE'S PROCEEDINGS.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, IN CONNECTION WITH ALL OR ANY PART OF A PROCEEDING WHICH IS INITIATED
OR MAINTAINED BY OR ON BEHALF OF INDEMNITEE, OR ANY PROCEEDING BY INDEMNITEE
AGAINST THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER AGENTS,
UNLESS (A) SUCH INDEMNIFICATION IS EXPRESSLY REQUIRED TO BE MADE BY DELAWARE
LAW, (B) THE PROCEEDING WAS AUTHORIZED BY A MAJORITY OF THE DISINTERESTED
DIRECTORS OR (C) SUCH INDEMNIFICATION IS PROVIDED BY THE COMPANY, IN ITS SOLE
DISCRETION, PURSUANT TO THE POWERS VESTED IN THE COMPANY UNDER DELAWARE LAW.
10.
DURATION AND SCOPE OF AGREEMENT; BINDING EFFECT.
THIS AGREEMENT SHALL
CONTINUE SO LONG AS INDEMNITEE SHALL BE SUBJECT TO ANY POSSIBLE PROCEEDING
SUBJECT TO INDEMNIFICATION BY REASON OF THE FACT THAT HE IS OR WAS AN AGENT AND
SHALL BE APPLICABLE TO PROCEEDINGS COMMENCED OR CONTINUED AFTER EXECUTION OF
THIS AGREEMENT, WHETHER ARISING FROM ACTS OR OMISSIONS OCCURRING BEFORE OR AFTER
SUCH EXECUTION. THIS AGREEMENT SHALL BE BINDING UPON THE COMPANY AND ITS
SUCCESSORS AND ASSIGNS (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) AND SHALL INURE TO THE BENEFIT OF INDEMNITEE AND HIS
SPOUSE, ASSIGNS, HEIRS, DEVISEES, EXECUTORS, ADMINISTRATORS AND OTHER LEGAL
REPRESENTATIVES.
11.
NOTICE BY INDEMNITEE AND DEFENSE OF CLAIMS.
INDEMNITEE AGREES PROMPTLY TO
NOTIFY THE COMPANY IN WRITING UPON BEING SERVED WITH ANY SUMMONS, CITATION,
SUBPOENA, COMPLAINT, INDICTMENT, INFORMATION OR OTHER DOCUMENT RELATING TO ANY
MATTER WHICH MAY
8
BE SUBJECT TO INDEMNIFICATION HEREUNDER, WHETHER CIVIL, CRIMINAL, ARBITRATIVE,
ADMINISTRATIVE OR INVESTIGATIVE; BUT THE OMISSION SO TO NOTIFY THE COMPANY WILL
NOT RELIEVE IT FROM ANY LIABILITY WHICH IT MAY HAVE TO INDEMNITEE IF SUCH
OMISSION DOES NOT ACTUALLY PREJUDICE THE COMPANY'S RIGHTS AND, IF SUCH OMISSION
DOES PREJUDICE THE COMPANY'S RIGHTS, IT WILL RELIEVE THE COMPANY FROM LIABILITY
ONLY TO THE EXTENT OF SUCH PREJUDICE; NOR WILL SUCH OMISSION RELIEVE THE COMPANY
FROM ANY LIABILITY WHICH IT MAY HAVE TO INDEMNITEE OTHERWISE THAN UNDER THIS
AGREEMENT. WITH RESPECT TO ANY PROCEEDING THE COMPANY WILL BE ENTITLED TO
PARTICIPATE THEREIN AT ITS OWN EXPENSE;
12.
CONTRIBUTION.
IN ORDER TO