TO BE SUBJECT TO THOSE PROVISIONS THAT
SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE TERM, INCLUDING WITHOUT
LIMITATION, THOSE PROVIDED IN SECTION 10.
11.
INDEMNIFICATION.
(A)
THE COMPANY AGREES THAT IF CONSULTANT IS MADE A PARTY TO OR
THREATENED TO BE MADE A PARTY TO OR IS REQUESTED TO BE MADE A WITNESS IN ANY
ACTION, SUIT OR PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE OR
INVESTIGATIVE (A "PROCEEDING"), BY REASON OF THE FACT THAT CONSULTANT IS OR WAS
A CONSULTANT TO, OR TRUSTEE, DIRECTOR OR OFFICER OF, THE COMPANY OR IS OR WAS
SERVING AT THE REQUEST OF THE COMPANY OR ANY SUBSIDIARY OR EITHER THEREOF AS A
CONSULTANT TO, OR TRUSTEE, DIRECTOR, OFFICER, MEMBER, EMPLOYEE OR AGENT OF,
ANOTHER CORPORATION OR A PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTERPRISE,
INCLUDING, WITHOUT LIMITATION, SERVICE WITH RESPECT TO EMPLOYEE BENEFIT PLANS,
WHETHER OR NOT THE BASIS OF SUCH PROCEEDING IS ALLEGED ACTION IN AN OFFICIAL
CAPACITY AS A CONSULTANT, TRUSTEE, DIRECTOR, OFFICER, MEMBER, EMPLOYEE OR AGENT
WHILE SERVING AS A CONSULTANT, TRUSTEE, DIRECTOR, OFFICER, MEMBER, EMPLOYEE OR
AGENT, CONSULTANT SHALL BE INDEMNIFIED AND HELD HARMLESS BY THE COMPANY TO THE
FULLEST EXTENT AUTHORIZED BY APPLICABLE LAW (INCLUDING THE ADVANCEMENT OF
APPLICABLE, REASONABLE LEGAL FEES AND EXPENSES), AS THE SAME EXISTS OR MAY
HEREAFTER BE AMENDED, AGAINST ALL LIABILITIES, COSTS, FEES
AND OTHER
EXPENSES
INCURRED OR SUFFERED BY CONSULTANT IN CONNECTION THEREWITH, AND SUCH
INDEMNIFICATION SHALL CONTINUE AS TO CONSULTANT EVEN IF CONSULTANT HAS CEASED TO
BE AN OFFICER, DIRECTOR, TRUSTEE OR AGENT, OR IS NO LONGER
RENDERING CONSULTING
SERVICES TO OR ON BEHALF OF
THE COMPANY AND SHALL INURE TO THE BENEFIT OF HIS
HEIRS, EXECUTORS AND ADMINISTRATORS.
12.
SUCCESSORS; BINDING AGREEMENT.
(A)
COMPANY'S SUCCESSORS. NO RIGHTS OR OBLIGATIONS OF THE COMPANY
UNDER THIS AGREEMENT MAY BE ASSIGNED OR TRANSFERRED EXCEPT THAT THE COMPANY WILL
REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER,
CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR
ASSETS OF THE COMPANY TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN
THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO
PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
(B)
CONSULTANT'S SUCCESSORS. NO RIGHTS OR OBLIGATIONS OF CONSULTANT
UNDER THIS AGREEMENT MAY BE ASSIGNED OR TRANSFERRED BY CONSULTANT OTHER THAN HIS
RIGHTS TO PAYMENTS OR BENEFITS HEREUNDER, WHICH MAY BE TRANSFERRED ONLY BY WILL
OR THE LAWS OF DESCENT AND DISTRIBUTION. IF CONSULTANT SHOULD DIE FOLLOWING HIS
DATE OF TERMINATION WHILE ANY AMOUNTS WOULD STILL BE PAYABLE TO HIM HEREUNDER IF
HE HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS UNLESS OTHERWISE PROVIDED HEREIN
SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO SUCH PERSON OR
PERSONS SO APPOINTED IN WRITING BY CONSULTANT, OR OTHERWISE TO HIS LEGAL
REPRESENTATIVES OR ESTATE.
13.
NOTICE. FOR THE PURPOSES OF THIS AGREEMENT, NOTICES, DEMANDS AND ALL
OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DEEMED TO
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HAVE BEEN