ALL POLICIES OF DIRECTORS' AND OFFICERS' LIABILITY
INSURANCE OBTAINED BY THE COMPANY, 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 AND OFFICERS
MOST FAVORABLY INSURED BY SUCH POLICY. THE COMPANY MAY, BUT SHALL NOT BE
REQUIRED TO, CREATE A TRUST FUND, GRANT A SECURITY INTEREST OR USE OTHER MEANS,
INCLUDING WITHOUT LIMITATION A LETTER OF CREDIT, TO ENSURE THE PAYMENT OF SUCH
AMOUNTS AS MAY BE NECESSARY TO SATISFY ITS OBLIGATIONS TO INDEMNIFY AND ADVANCE
EXPENSES PURSUANT TO THIS AGREEMENT.
13.
NON-EXCLUSIVITY.
THE RIGHTS OF INDEMNIFICATION AND TO RECEIVE
ADVANCES AS PROVIDED BY THIS AGREEMENT SHALL NOT BE DEEMED EXCLUSIVE OF ANY
OTHER RIGHTS TO WHICH INDEMNITEE MAY AT ANY TIME BE ENTITLED UNDER OR BY REASON
OF APPLICABLE LAW, ANY OF THE COMPANY'S CHARTER DOCUMENTS, ANY AGREEMENT, ANY
VOTE OF STOCKHOLDERS OR ANY RESOLUTION OF DIRECTORS OR OTHERWISE.
TO THE EXTENT
INDEMNITEE WOULD BE PREJUDICED THEREBY, NO AMENDMENT, ALTERATION, RESCISSION OR
REPLACEMENT OF THIS AGREEMENT OR ANY PROVISION HEREOF SHALL BE EFFECTIVE AS TO
INDEMNITEE WITH RESPECT TO ANY ACTION TAKEN OR OMITTED BY SUCH INDEMNITEE IN
INDEMNITEE'S POSITION WITH THE COMPANY OR AN AFFILIATE OR ANY OTHER ENTITY WHICH
INDEMNITEE IS OR WAS SERVING AT THE REQUEST OF THE COMPANY PRIOR TO SUCH
AMENDMENT, ALTERATION, RESCISSION OR REPLACEMENT. . THE COMPANY WILL NOT ADOPT
ANY AMENDMENT TO ANY OF ITS CHARTER DOCUMENTS THE EFFECT OF WHICH WOULD BE TO
DENY, DIMINISH OR ENCUMBER INDEMNITEE'S RIGHT TO INDEMNIFICATION UNDER THIS
AGREEMENT.
9
Indemnification Agreement
14.
SUBROGATION. IN THE EVENT OF PAYMENT UNDER THIS AGREEMENT, THE
COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL OF THE RELATED
RIGHTS OF RECOVERY OF INDEMNITEE AGAINST OTHER PERSONS OR ENTITIES (OTHER THAN
INDEMNITEE'S SUCCESSORS).
INDEMNITEE SHALL EXECUTE ALL PAPERS REASONABLY
REQUIRED TO EVIDENCE SUCH RIGHTS (ALL OF INDEMNITEE'S REASONABLE EXPENSES,
INCLUDING ATTORNEYS' FEES AND CHARGES, RELATED THERETO TO BE REIMBURSED BY OR,
AT THE OPTION OF INDEMNITEE, ADVANCED BY THE COMPANY).
15.
DURATION OF AGREEMENT.
THIS AGREEMENT SHALL APPLY TO ANY CLAIM
ASSERTED AND ANY LOSSES AND EXPENSES INCURRED IN CONNECTION WITH ANY CLAIM
ASSERTED ON OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT AND SHALL CONTINUE
UNTIL AND TERMINATE UPON THE LATER OF:
(A) 10 YEARS AFTER INDEMNITEE HAS CEASED
TO OCCUPY ANY OF THE POSITIONS OR HAVE ANY OF THE RELATIONSHIPS DESCRIBED IN
SECTIONS 3, 4 OR 5 OF THIS AGREEMENT; OR (B) ONE YEAR AFTER THE FINAL
TERMINATION OF ALL PENDING OR THREATENED PROCEEDINGS OF THE KIND DESCRIBED
HEREIN WITH RESPECT TO INDEMNITEE.
THIS AGREEMENT SHALL BE BINDING UPON THE
COMPANY AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF
INDEMNITEE AND INDEMNITEE'S SPOUSE, ASSIGNS, HEIRS, DEVISEE, EXECUTORS,
ADMINISTRATORS OR OTHER LEGAL REPRESENTATIVES.
16.
SEVERABILITY.
SHOULD ANY PART, TERM OR CONDITION HEREOF BE
DECLARED ILLEGAL OR UNENFORCEABLE OR IN CONFLICT WITH ANY OTHER LAW, THE
VALIDITY OF THE