OR CLAIMS INITIATED OR BROUGHT
VOLUNTARILY BY THE INDEMNITEE AND NOT BY WAY OF DEFENSE, EXCEPT WITH RESPECT TO
PROCEEDINGS SPECIFICALLY AUTHORIZED BY THE BOARD OR BROUGHT TO ESTABLISH OR
ENFORCE A RIGHT TO INDEMNIFICATION AND/OR ADVANCEMENT OF EXPENSES ARISING UNDER
THIS AGREEMENT, THE CHARTER DOCUMENTS OF THE COMPANY OR ANY SUBSIDIARY OR ANY
STATUTE OR LAW OR OTHERWISE, BUT SUCH INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
MAY BE PROVIDED BY THE COMPANY IN SPECIFIC CASES IF THE BOARD FINDS IT TO BE
APPROPRIATE; OR
9.2.
UNAUTHORIZED SETTLEMENTS. TO INDEMNIFY THE INDEMNITEE HEREUNDER
FOR ANY AMOUNTS PAID IN SETTLEMENT OF A PROCEEDING UNLESS THE COMPANY CONSENTS
IN ADVANCE IN WRITING TO SUCH SETTLEMENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD; OR
9.3.
SECURITIES LAW ACTIONS. TO INDEMNIFY THE INDEMNITEE ON ACCOUNT OF
ANY SUIT IN WHICH JUDGMENT IS RENDERED AGAINST THE INDEMNITEE FOR AN ACCOUNTING
OF PROFITS MADE FROM THE PURCHASE OR SALE BY THE INDEMNITEE OF SECURITIES OF THE
COMPANY PURSUANT TO THE PROVISIONS OF SECTION L6(B) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND AMENDMENTS THERETO OR SIMILAR PROVISIONS OF ANY FEDERAL, STATE
OR LOCAL STATUTORY LAW; OR
9.4.
UNLAWFUL INDEMNIFICATION. TO INDEMNIFY THE INDEMNITEE IF A FINAL
DECISION BY A COURT HAVING JURISDICTION IN THE MATTER, IN A JUDGMENT NOT SUBJECT
TO APPEAL, SHALL
DETERMINE THAT SUCH INDEMNIFICATION IS NOT LAWFUL. IN THIS RESPECT, THE COMPANY
AND THE INDEMNITEE HAVE BEEN ADVISED THAT THE SECURITIES AND EXCHANGE COMMISSION
TAKES THE POSITION THAT INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
FEDERAL SECURITIES LAWS IS AGAINST PUBLIC POLICY AND IS, THEREFORE,
UNENFORCEABLE AND THAT CLAIMS FOR INDEMNIFICATION SHOULD BE SUBMITTED TO
APPROPRIATE COURTS FOR ADJUDICATION.
10.
NON-EXCLUSIVITY.
THE PROVISIONS FOR INDEMNIFICATION AND ADVANCEMENT OF EXPENSES SET FORTH IN THIS
AGREEMENT SHALL NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS WHICH THE INDEMNITEE
MAY HAVE UNDER ANY PROVISION OF LAW, THE COMPANY'S CERTIFICATE OF INCORPORATION
OR BYLAWS, THE VOTE OF THE COMPANY'S STOCKHOLDERS OR DISINTERESTED DIRECTORS,
OTHER AGREEMENTS OR OTHERWISE, BOTH AS TO ACTION IN THE INDEMNITEE'S OFFICIAL
CAPACITY AND TO ACTION IN ANOTHER CAPACITY WHILE OCCUPYING HIS POSITION AS AN
AGENT OF THE COMPANY, AND THE INDEMNITEE'S RIGHTS HEREUNDER SHALL CONTINUE AFTER
THE INDEMNITEE HAS CEASED ACTING AS AN AGENT OF THE COMPANY AND SHALL INURE TO
THE BENEFIT OF THE HEIRS, EXECUTORS AND ADMINISTRATORS OF THE INDEMNITEE.
11.
BURDEN OF PROOF. IN MAKING A DETERMINATION WITH RESPECT TO
ENTITLEMENT TO INDEMNIFICATION HEREUNDER, THE PERSON OR PERSONS OR ENTITY MAKING
SUCH DETERMINATION SHALL PRESUME THAT INDEMNITEE IS ENTITLED TO INDEMNIFICATION
UNDER THIS AGREEMENT, AND THE COMPANY SHALL HAVE THE BURDEN OF PROOF TO OVERCOME
THAT PRESUMPTION IN CONNECTION WITH THE MAKING BY ANY PERSON, PERSONS OR ENTITY
OF ANY DETERMINATION CONTRARY TO THAT PRESUMPTION.
12.
DURATION OF AGREEMENT.
This Agreement shall continue until and terminate upon the later of: (a) 10
years after the date that the Indemnitee shall have ceased to serve as a
director and/or officer of the Company or director, officer, employee or agent
of any other