THE
CORPORATION) PURCHASES SHARES OF THE CORPORATION'S COMMON STOCK PURSUANT TO A
TENDER OR EXCHANGE OFFER FOR SECURITIES REPRESENTING 20% OR MORE OF THE COMBINED
VOTING POWER OF THE CORPORATION'S THEN OUTSTANDING SECURITIES.
FOR PURPOSES OF
THIS DEFINITION, "1934 ACT" MEANS THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED, INCLUDING THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(C)
"DISINTERESTED DIRECTOR" MEANS A
DIRECTOR OF THE COMPANY WHO IS NOT AND WAS NOT A PARTY TO THE PROCEEDING IN
RESPECT OF WHICH INDEMNIFICATION IS SOUGHT BY INDEMNITEE.
(D)
"ENTERPRISE" SHALL MEAN THE
COMPANY AND ANY OTHER CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, JOINT
VENTURE, TRUST OR OTHER ENTERPRISE OF WHICH INDEMNITEE IS OR WAS SERVING AT THE
REQUEST OF THE COMPANY AS A DIRECTOR, OFFICER, EMPLOYEE, AGENT OR FIDUCIARY.
(E)
"EXPENSES" SHALL INCLUDE ALL
REASONABLE ATTORNEYS' FEES, RETAINERS, COURT COSTS, TRANSCRIPT COSTS, FEES OF
EXPERTS, WITNESS FEES, TRAVEL EXPENSES, DUPLICATING COSTS, PRINTING AND BINDING
COSTS, TELEPHONE CHARGES, POSTAGE, DELIVERY SERVICE FEES, ANY FEDERAL, STATE,
LOCAL OR FOREIGN TAXES IMPOSED ON INDEMNITEE AS A RESULT OF THE ACTUAL OR DEEMED
RECEIPT OF ANY PAYMENTS UNDER THIS AGREEMENT, ERISA EXCISE TAXES AND PENALTIES,
AND ALL OTHER DISBURSEMENTS OR EXPENSES OF THE TYPES CUSTOMARILY INCURRED IN
CONNECTION WITH PROSECUTING, DEFENDING, PREPARING TO PROSECUTE OR DEFEND,
INVESTIGATING, BEING OR PREPARING TO BE A WITNESS IN, OR OTHERWISE PARTICIPATING
IN, A PROCEEDING.
EXPENSES ALSO SHALL INCLUDE (I) EXPENSES INCURRED IN
CONNECTION WITH ANY APPEAL RESULTING FROM ANY PROCEEDING, INCLUDING WITHOUT
LIMITATION THE PREMIUM, SECURITY FOR, AND OTHER COSTS RELATING TO ANY COST BOND,
SUPERSEDEAS BOND, OR OTHER APPEAL BOND OR ITS EQUIVALENT, AND (II) EXPENSES
INCURRED BY INDEMNITEE IN CONNECTION WITH THE INTERPRETATION, ENFORCEMENT OR
DEFENSE OF INDEMNITEE'S RIGHTS UNDER THIS AGREEMENT, BY LITIGATION OR
OTHERWISE.
THE PARTIES AGREE THAT FOR THE PURPOSES OF ANY ADVANCEMENT OF
EXPENSES FOR WHICH INDEMNITEE HAS MADE WRITTEN DEMAND TO THE COMPANY IN
ACCORDANCE WITH THIS AGREEMENT, ALL EXPENSES INCLUDED IN SUCH DEMAND THAT ARE
CERTIFIED BY AFFIDAVIT OF INDEMNITEE'S COUNSEL AS BEING REASONABLE SHALL BE
PRESUMED CONCLUSIVELY TO BE REASONABLE.
EXPENSES, HOWEVER, SHALL NOT INCLUDE
AMOUNTS PAID IN SETTLEMENT BY INDEMNITEE OR THE AMOUNT OF JUDGMENTS OR FINES
AGAINST INDEMNITEE.
(F)
"INDEPENDENT COUNSEL" MEANS A
LAW FIRM, OR A MEMBER OF A LAW FIRM, THAT IS EXPERIENCED IN MATTERS OF
CORPORATION LAW AND NEITHER PRESENTLY IS, NOR IN THE PAST FIVE YEARS HAS BEEN,
RETAINED TO REPRESENT:
(I) THE COMPANY OR INDEMNITEE IN ANY MATTER MATERIAL TO
EITHER SUCH PARTY (OTHER THAN WITH RESPECT TO MATTERS CONCERNING THE INDEMNITEE
UNDER THIS AGREEMENT, OR OF OTHER INDEMNITEES UNDER SIMILAR INDEMNIFICATION
AGREEMENTS), OR (II) ANY OTHER PARTY TO THE PROCEEDING GIVING RISE TO A CLAIM
FOR INDEMNIFICATION HEREUNDER.
NOTWITHSTANDING THE FOREGOING, THE TERM
"INDEPENDENT COUNSEL" SHALL NOT INCLUDE ANY PERSON WHO, UNDER THE APPLICABLE
STANDARDS OF PROFESSIONAL CONDUCT THEN PREVAILING, WOULD HAVE A CONFLICT OF
INTEREST IN REPRESENTING EITHER THE COMPANY OR INDEMNITEE IN AN ACTION TO
DETERMINE INDEMNITEE'S RIGHTS UNDER THIS AGREEMENT.
THE COMPANY AGREES TO PAY
THE REASONABLE FEES AND