POLICY,
THE COMPANY'S ORGANIZATIONAL DOCUMENTS OF ANY COVERED ENTITY, THE LAWS OF THE
STATE OF ILLINOIS OR OTHERWISE, OR (II) IF THE COMPANY'S BOARD OF DIRECTORS HAS
APPROVED SPECIFICALLY THE INITIATION OR BRINGING OF SUCH CLAIM;
(B)
AGAINST ANY LOSSES OR EXPENSES, OR ADVANCE EXPENSES TO INDEMNITEE,
WITH RESPECT TO CLAIMS ARISING (I) WITH RESPECT TO AN ACCOUNTING OF PROFITS MADE
FROM THE PURCHASE AND SALE (OR SALE AND PURCHASE) BY INDEMNITEE OF SECURITIES OF
THE COMPANY WITHIN THE MEANING OF SECTION 16(B) OF THE EXCHANGE ACT OR
(II) PURSUANT TO SECTION 304 OR 306 OF THE SARBANES-OXLEY ACT OF 2002, AS
AMENDED, OR ANY RULE OR REGULATION PROMULGATED PURSUANT THERETO; OR
(C)
IF, AND TO THE EXTENT, THAT A COURT OF COMPETENT JURISDICTION
RENDERS A FINAL, UNAPPEALABLE DECISION THAT SUCH INDEMNIFICATION IS NOT LAWFUL.
10.
MISCELLANEOUS.
(A)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL.
(B)
BINDING EFFECT; SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (INCLUDING WITH RESPECT TO
THE COMPANY, ANY DIRECT OR INDIRECT SUCCESSOR BY PURCHASE, MERGER, CONSOLIDATION
OR OTHERWISE TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
COMPANY) AND WITH RESPECT TO INDEMNITEE, HIS OR HER SPOUSE, HEIRS, AND PERSONAL
AND LEGAL REPRESENTATIVES. THE COMPANY SHALL REQUIRE AND CAUSE ANY SUCCESSOR OR
ASSIGN (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR
OTHERWISE) TO ALL, SUBSTANTIALLY ALL, OR A SUBSTANTIAL PART, OF THE BUSINESS
AND/OR ASSETS OF THE COMPANY, TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN
THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO
PERFORM IF NO SUCH SUCCESSION OR ASSIGNMENT HAD TAKEN PLACE. THIS AGREEMENT
SHALL CONTINUE
IN EFFECT WITH RESPECT TO CLAIMS RELATING TO INDEMNIFICATION EVENTS REGARDLESS
OF WHETHER INDEMNITEE CONTINUES TO SERVE AS A DIRECTOR, OFFICER, EMPLOYEE,
CONTROLLING PERSON, AGENT OR FIDUCIARY OF ANY COVERED ENTITY.
(C)
NOTICE. ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING, SHALL BE EFFECTIVE WHEN GIVEN, AND SHALL IN ANY
EVENT BE DEEMED TO BE GIVEN (A) FIVE (5) DAYS AFTER DEPOSIT WITH THE U.S. POSTAL
SERVICE OR OTHER APPLICABLE POSTAL SERVICE, IF DELIVERED BY FIRST CLASS MAIL,
POSTAGE PREPAID, (B) UPON DELIVERY, IF DELIVERED BY HAND, (C) ONE (1) BUSINESS
DAY AFTER THE BUSINESS DAY OF DEPOSIT WITH FEDERAL EXPRESS OR SIMILAR,
NATIONALLY RECOGNIZED OVERNIGHT COURIER, FREIGHT PREPAID, OR (D) ONE
(1) BUSINESS DAY AFTER THE BUSINESS DAY OF DELIVERY BY CONFIRMED FACSIMILE
TRANSMISSION, IF DELIVERABLE BY FACSIMILE TRANSMISSION, WITH COPY BY OTHER MEANS
PERMITTED HEREUNDER, AND ADDRESSED, IF TO INDEMNITEE, TO THE INDEMNITEE'S
ADDRESS OR FACSIMILE NUMBER (AS APPLICABLE) AS SET FORTH BENEATH THE
INDEMNITEE'S SIGNATURE TO THIS AGREEMENT, OR, IF TO THE COMPANY, AT THE ADDRESS
OR FACSIMILE NUMBER (AS APPLICABLE) OF ITS PRINCIPAL CORPORATE OFFICES
(ATTENTION:
SECRETARY), OR AT SUCH OTHER ADDRESS OR FACSIMILE