BY OR IN THE RIGHT OF
THE COMPANY.
2.
EMPLOYMENT RIGHTS AND DUTIES.
SUBJECT TO ANY OTHER OBLIGATIONS IMPOSED
ON EITHER OF THE PARTIES BY CONTRACT OR BY LAW, AND WITH THE UNDERSTANDING THAT
THIS AGREEMENT IS NOT INTENDED TO CONFER EMPLOYMENT RIGHTS ON EITHER PARTY WHICH
THEY DID NOT POSSESS ON THE DATE OF ITS EXECUTION, INDEMNITEE AGREES TO SERVE AS
A DIRECTOR OR OFFICER SO LONG AS HE IS DULY APPOINTED OR ELECTED AND QUALIFIED
IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE RESTATED CERTIFICATE OF
INCORPORATION (THE "CERTIFICATE") AND BYLAWS (THE "BYLAWS") OF THE COMPANY OR
ANY SUBSIDIARY OF THE COMPANY AND UNTIL SUCH TIME AS HE RESIGNS OR FAILS TO
STAND FOR ELECTION OR UNTIL HIS EMPLOYMENT TERMINATES. INDEMNITEE MAY FROM TIME
TO TIME ALSO PERFORM OTHER SERVICES AT THE REQUEST, OR FOR THE CONVENIENCE OF,
OR OTHERWISE BENEFITING THE COMPANY. INDEMNITEE MAY AT ANY TIME AND FOR ANY
REASON RESIGN OR BE REMOVED FROM SUCH POSITION (SUBJECT TO ANY OTHER CONTRACTUAL
OBLIGATION OR OTHER OBLIGATION IMPOSED BY OPERATION OF LAW), IN WHICH EVENT THE
COMPANY SHALL HAVE NO OBLIGATION UNDER THIS AGREEMENT TO CONTINUE INDEMNITEE IN
ANY SUCH POSITION.
3
2.1
DIRECTORS' AND OFFICERS' INSURANCE.
(A)
THE COMPANY HEREBY COVENANTS AND AGREES THAT, SO LONG AS
INDEMNITEE SHALL CONTINUE TO SERVE AS A DIRECTOR OR OFFICER OF THE COMPANY AND
THEREAFTER SO LONG AS INDEMNITEE SHALL BE SUBJECT TO ANY POSSIBLE PROCEEDING,
THE COMPANY, SUBJECT TO SECTION 2.1(C), SHALL MAINTAIN DIRECTORS' AND OFFICERS'
INSURANCE IN FULL FORCE AND EFFECT.
(B)
IN ALL POLICIES OF DIRECTORS' AND OFFICERS' INSURANCE, INDEMNITEE
SHALL BE NAMED AS AN INSURED IN SUCH A MANNER AS TO PROVIDE INDEMNITEE THE SAME
RIGHTS AND BENEFITS, SUBJECT TO THE SAME LIMITATIONS, AS ARE ACCORDED TO THE
COMPANY'S DIRECTORS OR OFFICERS MOST FAVORABLY INSURED BY SUCH POLICY.
3.
INDEMNIFICATION.
THE COMPANY SHALL INDEMNIFY INDEMNITEE TO THE FULLEST
EXTENT NOT PROHIBITED BY DELAWARE LAW AND THE PROVISIONS OF THE CERTIFICATE AND
BYLAWS OF THE COMPANY IN EFFECT ON THE DATE HEREOF, AND AS DELAWARE LAW, THE
CERTIFICATE AND BYLAWS MAY FROM TIME TO TIME BE AMENDED (BUT, IN THE CASE OF ANY
SUCH AMENDMENT, ONLY TO THE EXTENT SUCH AMENDMENT PERMITS THE COMPANY TO PROVIDE
BROADER INDEMNIFICATION RIGHTS THAN DELAWARE LAW, THE CERTIFICATE AND BYLAWS
PERMITTED THE COMPANY TO PROVIDE BEFORE SUCH AMENDMENT). THE RIGHT TO
INDEMNIFICATION CONFERRED IN THE CERTIFICATE SHALL BE PRESUMED TO HAVE BEEN
RELIED UPON BY INDEMNITEE IN SERVING OR CONTINUING TO SERVE THE COMPANY AS A
DIRECTOR OR OFFICER AND SHALL BE ENFORCEABLE AS A CONTRACT RIGHT. WITHOUT IN ANY
WAY DIMINISHING THE SCOPE OF THE INDEMNIFICATION PROVIDED BY THE CERTIFICATE AND
THIS SECTION 3, THE COMPANY WILL INDEMNIFY INDEMNITEE IF AND WHENEVER HE IS OR
WAS A WITNESS, PARTY OR IS THREATENED TO BE MADE A WITNESS OR A PARTY TO ANY
PROCEEDING, BY REASON OF THE FACT THAT HE IS OR WAS AN AGENT OR BY REASON OF
ANYTHING DONE OR NOT DONE, OR ALLEGED TO HAVE