LAWS OF CALIFORNIA.
THE
ARBITRATOR(S) SHALL BE AUTHORIZED TO AWARD REASONABLE ATTORNEYS' FEES AND OTHER
ARBITRATION-RELATED COSTS TO THE PREVAILING PARTY.
(K)
INDEMNITY AND INSURANCE.
IN ANY SITUATION WHERE UNDER APPLICABLE
LAW THE COMPANY HAS THE POWER TO INDEMNIFY EMPLOYEE IN RESPECT OF ANY JUDGMENTS,
FINES, SETTLEMENTS, LOSS, COST OR EXPENSE (INCLUDING ATTORNEYS' FEES) OF ANY
NATURE RELATED TO OR ARISING OUT OF EMPLOYEE'S ACTIVITIES AS AN AGENT, EMPLOYEE,
OFFICER OR DIRECTOR OF COMPANY OR IN ANY OTHER CAPACITY ON BEHALF OF OR AT THE
REQUEST OF COMPANY, COMPANY AGREES THAT IT WILL INDEMNIFY EMPLOYEE TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FOR EMPLOYEE'S LIFE, AND, IF LATER,
UNTIL THE COMPLETE DISPOSITION OF ALL CLAIMS RELATED TO OR ARISING OUT OF SUCH
ACTIVITIES, INCLUDING BUT NOT LIMITED TO MAKING SUCH FINDINGS AND DETERMINATIONS
AND TAKING ANY AND ALL SUCH ACTIONS AS COMPANY MAY, UNDER APPLICABLE LAW, BE
PERMITTED TO HAVE THE DISCRETION TO TAKE SO AS TO EFFECTUATE SUCH
INDEMNIFICATION.
COMPANY FURTHER AGREES TO FURNISH EMPLOYEE FOR THE REMAINDER
OF HIS LIFE WITH DIRECTORS' AND OFFICERS' LIABILITY INSURANCE INSURING EMPLOYEE,
AGAINST OCCURRENCES WHICH OCCUR DURING THE TERM OF THIS AGREEMENT, SUCH
INSURANCE TO HAVE POLICY LIMITS AGGREGATING NOT LESS THAN $100 MILLION, AND
OTHERWISE TO BE IN SUBSTANTIALLY THE SAME FORM AND TO CONTAIN SUBSTANTIALLY THE
SAME TERMS, CONDITIONS AND EXCEPTIONS AS THE LIABILITY INSURANCE POLICIES
PROVIDED FOR OFFICERS AND DIRECTORS OF COMPANY IN FORCE FROM TIME TO TIME. THE
PAYMENT OF ANY INDEMNITY PURSUANT TO THIS AND ANY OTHER APPLICABLE PROVISION
SHALL COMPLY WITH THE REQUIREMENTS OF TREAS. REG. § 1.409A-3(I)(1)(IV) (OR
SUCCESSOR PROVISIONS), TO THE EXTENT APPLICABLE.
FOR THIS PURPOSE, (I) THE
AMOUNT OF EXPENSES INDEMNIFIED IN ONE CALENDAR YEAR SHALL
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NOT AFFECT THE AMOUNT OF EXPENSES INDEMNIFIED IN ANY OTHER YEAR, (II) PAYMENT OF
AN INDEMNITY SHALL BE MADE PROMPTLY, BUT IN ANY EVENT NO LATER THAN BY THE LAST
DAY OF THE CALENDAR YEAR NEXT FOLLOWING THE CALENDAR YEAR IN WHICH THE EXPENSE
WAS INCURRED AND (III) THE RIGHT TO INDEMNIFICATION SHALL NOT BE SUBJECT TO
LIQUIDATION OR EXCHANGE FOR ANY OTHER BENEFIT.
(L)
SECTION 409A COMPLIANCE.
(I)
THE INTENT OF THE PARTIES IS THAT PAYMENTS AND BENEFITS UNDER
THIS AGREEMENT COMPLY WITH SECTION 409A AND THE REGULATIONS AND GUIDANCE
PROMULGATED THEREUNDER, TO THE EXTENT APPLICABLE, AND, ACCORDINGLY, TO THE
MAXIMUM EXTENT PERMITTED, THIS AGREEMENT SHALL BE ADMINISTERED AND INTERPRETED
TO BE IN COMPLIANCE THEREWITH, TO THE EXTENT APPLICABLE.
(II)
IN THE EVENT THE EMPLOYEE IS A SPECIFIED EMPLOYEE (WITHIN THE
MEANING OF SECTION 409A AND TREAS. REG. § 1.409A-1(I) (OR SUCCESSOR PROVISIONS)
AND AS DETERMINED PURSUANT TO ANY RULES ADOPTED FOR SUCH PURPOSES BY COMPANY) AS
OF THE DATE OF RETIREMENT OR TERMINATION, THEN WITH REGARD TO ANY REIMBURSEMENT
OR PAYMENT OR THE PROVISION OF ANY BENEFIT UNDER THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, SECTIONS 7, 8, 11 AND 12) THAT IS CONSIDERED DEFERRED
COMPENSATION UNDER SECTION 409A PAYABLE ON ACCOUNT OF A "SEPARATION FROM
SERVICE" (AS DISTINGUISHED FROM, FOR INSTANCE, AT