TO SUCH PERSON BY THE OFFICERS OF THE COMPANY OR ANOTHER ENTERPRISE IN
THE COURSE OF THEIR DUTIES, OR ON THE ADVICE OF LEGAL COUNSEL FOR THE COMPANY OR
ANOTHER ENTERPRISE OR ON INFORMATION OR RECORDS GIVEN OR REPORTS MADE TO THE
COMPANY OR ANOTHER ENTERPRISE BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT OR
BY AN APPRAISER OR OTHER EXPERT SELECTED WITH REASONABLE CARE BY THE COMPANY OR
ANOTHER ENTERPRISE.
IN ADDITION, THE KNOWLEDGE AND/OR ACTIONS, OR FAILURES TO
ACT, OF ANY DIRECTOR, OFFICER, AGENT OR EMPLOYEE OF THE COMPANY SHALL NOT BE
IMPUTED TO INDEMNITEE FOR PURPOSES OF DETERMINING THE RIGHT OF INDEMNITY
HEREUNDER.
THE PROVISIONS OF THIS SECTION 8 SHALL NOT BE DEEMED TO BE EXCLUSIVE
OR TO LIMIT IN ANY WAY THE OTHER CIRCUMSTANCES IN WHICH INDEMNITEE MAY BE DEEMED
TO HAVE MET THE APPLICABLE STANDARD OF CONDUCT.
9.
NO OTHER PRESUMPTIONS.
FOR PURPOSES OF THIS AGREEMENT, THE
TERMINATION OF ANY CLAIM BY JUDGMENT, ORDER, SETTLEMENT (WHETHER WITH OR WITHOUT
COURT APPROVAL) OR CONVICTION, OR UPON A PLEA OF NOLO CONTENDERE, OR ITS
EQUIVALENT, SHALL NOT CREATE A PRESUMPTION THAT INDEMNITEE DID NOT MEET ANY
PARTICULAR STANDARD OF CONDUCT OR HAVE ANY PARTICULAR BELIEF OR THAT A COURT HAS
DETERMINED THAT INDEMNIFICATION IS NOT PERMITTED BY APPLICABLE LAW.
IN
ADDITION, NEITHER THE FAILURE OF THE REVIEWING PARTY TO HAVE MADE A
DETERMINATION AS TO WHETHER INDEMNITEE HAS MET ANY PARTICULAR STANDARD OF
CONDUCT OR HAD ANY PARTICULAR BELIEF, NOR AN ACTUAL DETERMINATION BY THE
7
REVIEWING PARTY THAT INDEMNITEE HAS NOT MET SUCH STANDARD OF CONDUCT OR DID NOT
HAVE SUCH BELIEF, PRIOR TO THE COMMENCEMENT OF LEGAL PROCEEDINGS BY INDEMNITEE
TO SECURE A JUDICIAL DETERMINATION THAT INDEMNITEE SHOULD BE INDEMNIFIED UNDER
APPLICABLE LAW SHALL BE A DEFENSE TO INDEMNITEE'S CLAIM OR CREATE A PRESUMPTION
THAT INDEMNITEE HAS NOT MET ANY PARTICULAR STANDARD OF CONDUCT OR DID NOT HAVE
ANY PARTICULAR BELIEF.
10.
NONEXCLUSIVITY, ETC.
THE RIGHTS OF INDEMNITEE HEREUNDER SHALL BE
IN ADDITION TO ANY OTHER RIGHTS INDEMNITEE MAY HAVE UNDER THE BYLAWS OR THE
CHARTER OR APPLICABLE LAW OR OTHERWISE.
TO THE EXTENT THAT A CHANGE IN
APPLICABLE LAW (WHETHER BY STATUTE OR JUDICIAL DECISION) PERMITS GREATER
INDEMNIFICATION BY AGREEMENT THAN WOULD BE AFFORDED CURRENTLY UNDER THE BYLAWS
OR THE CHARTER OR THIS AGREEMENT, IT IS THE INTENT OF THE PARTIES HERETO THAT
INDEMNITEE SHALL ENJOY BY THIS AGREEMENT THE GREATER BENEFITS SO AFFORDED BY
SUCH CHANGE.
11.
LIABILITY INSURANCE.
TO THE EXTENT THE COMPANY MAINTAINS AN
INSURANCE POLICY OR POLICIES PROVIDING DIRECTORS' AND OFFICERS' LIABILITY
INSURANCE, INDEMNITEE SHALL BE COVERED BY SUCH POLICY OR POLICIES, IN ACCORDANCE
WITH ITS OR THEIR TERMS, TO THE MAXIMUM EXTENT OF THE COVERAGE AVAILABLE FOR ANY
DIRECTOR OR OFFICER OF THE COMPANY.
12.
PERIOD OF LIMITATIONS.
NO LEGAL ACTION SHALL BE BROUGHT AND NO
CAUSE OF ACTION SHALL BE ASSERTED BY OR ON BEHALF OF THE COMPANY (OR ANY
AFFILIATE OF THE COMPANY) AGAINST INDEMNITEE, INDEMNITEE'S SPOUSE, HEIRS,
EXECUTORS OR PERSONAL OR LEGAL REPRESENTATIVES AFTER THE EXPIRATION OF