IN [HIS/HER] CORPORATE STATUS AND AS
TO ACTION IN ANOTHER CAPACITY WHILE HOLDING A CORPORATE STATUS, AND SHALL
CONTINUE AFTER INDEMNITEE HAS CEASED TO BE A DIRECTOR, OFFICER, EMPLOYEE OR
AGENT, SHALL CONTINUE FOR SO LONG AS INDEMNITEE SHALL BE OR COULD BECOME SUBJECT
TO ANY POSSIBLE PROCEEDING IN RESPECT OF WHICH INDEMNITEE IS GRANTED RIGHTS OF
INDEMNIFICATION OR ADVANCEMENT OF EXPENSES UNDER THIS AGREEMENT, AND SHALL INURE
TO THE BENEFIT OF [HIS/HER] HEIRS, EXECUTORS AND ADMINISTRATORS.
(J)
THE COMPANY WILL INDEMNIFY THE
INDEMNITEE'S SPOUSE TO WHOM THE INDEMNITEE IS LEGALLY MARRIED AT ANY TIME THE
INDEMNITEE IS COVERED UNDER THE INDEMNIFICATION PROVIDED IN THIS AGREEMENT (EVEN
IF THE INDEMNITEE DID NOT REMAIN MARRIED TO HIM OR HER DURING THE ENTIRE PERIOD
OF COVERAGE) IN ANY PROCEEDING, TO THE SAME EXTENT AND SUBJECT TO THE SAME
STANDARDS, LIMITATIONS, OBLIGATIONS AND CONDITIONS UNDER WHICH THE INDEMNITEE IS
PROVIDED INDEMNIFICATION HEREIN, IF THE INDEMNITEE'S SPOUSE (OR FORMER SPOUSE)
BECOMES INVOLVED IN A PROCEEDING SOLELY BY REASON OF HIS OR HER STATUS AS THE
INDEMNITEE'S SPOUSE, INCLUDING, WITHOUT LIMITATION, IN ANY PROCEEDING THAT SEEKS
DAMAGES RECOVERABLE FROM MARITAL COMMUNITY PROPERTY, JOINTLY-OWNED PROPERTY OR
PROPERTY PURPORTED TO HAVE BEEN TRANSFERRED FROM THE INDEMNITEE TO HIS OR HER
SPOUSE (OR FORMER SPOUSE). THE INDEMNITEE'S SPOUSE OR FORMER SPOUSE ALSO MAY BE
ENTITLED TO RECEIVE ADVANCEMENT OF EXPENSES TO THE SAME EXTENT THAT THE
INDEMNITEE IS ENTITLED HEREIN.
THE COMPANY MAY MAINTAIN INSURANCE TO COVER ITS
OBLIGATION HEREUNDER WITH RESPECT TO THE INDEMNITEE'S SPOUSE (OR FORMER SPOUSE)
OR SET ASIDE ASSETS IN A TRUST OR ESCROW FUNDS FOR THAT PURPOSE.
ANY SPOUSE OR
FORMER SPOUSE OF THE INDEMNITEE ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 2
IS AN INTENDED THIRD PARTY BENEFICIARY OF THIS AGREEMENT.
3.
DETERMINATION OF RIGHT TO
INDEMNIFICATION.
FOR PURPOSES OF MAKING THE DETERMINATION IN A SPECIFIC CASE
UNDER PARAGRAPH (G) OF SECTION 2 HEREOF WHETHER TO MAKE INDEMNIFICATION, THE
BOARD OF DIRECTORS, INDEPENDENT LEGAL COUNSEL, OR STOCKHOLDERS, AS THE CASE MAY
BE (EACH, A "REVIEWING PARTY"), SHALL MAKE SUCH DETERMINATION IN ACCORDANCE WITH
THE FOLLOWING PROCEDURE:
(A)
TO OBTAIN INDEMNIFICATION UNDER THIS
AGREEMENT, INDEMNITEE SHALL SUBMIT TO THE BOARD OF DIRECTORS A SWORN STATEMENT
OF REQUEST FOR INDEMNIFICATION SUBSTANTIALLY IN THE FORM OF EXHIBIT 1 ATTACHED
HERETO AND MADE A PART HEREOF ("INDEMNIFICATION STATEMENT") STATING THAT
[HE/SHE] HAS MET THE APPLICABLE STANDARD OF CONDUCT SET FORTH IN PARAGRAPHS (B),
(C), (D) OR (E) OF SECTION 2 HEREOF.
THE BOARD OF DIRECTORS AND INDEMNITEE
SHALL THEN PROMPTLY ESTABLISH AND NOTIFY THE APPROPRIATE REVIEWING PARTY.
3
(B)
SUBMISSION OF THE INDEMNIFICATION STATEMENT
TO THE BOARD OF DIRECTORS SHALL CREATE A REBUTTABLE PRESUMPTION THAT INDEMNITEE
IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.
THE REVIEWING PARTY SHALL,
AS PROMPTLY AS PRACTICABLE, BUT IN NO EVENT LATER THAN 60 DAYS AFTER SUBMISSION
OF THE INDEMNIFICATION STATEMENT, SPECIFICALLY DETERMINE THAT INDEMNITEE IS SO
ENTITLED, UNLESS IT OR THEY SHALL POSSESS SUFFICIENT EVIDENCE TO REBUT THE
PRESUMPTION THAT INDEMNITEE HAS MET THE APPLICABLE STANDARD OF CONDUCT SET FORTH
IN