COMPANY ARE COMPENSATED AND SHALL BE ELIGIBLE FOR
STOCK OPTIONS (OR OTHER STOCK-BASED COMPENSATION) ON THE SAME BASIS AS ALL OTHER
DIRECTORS OF THE COMPANY. THE ANNUAL RETAINER WILL BE PRORATED FOR THE CURRENT
YEAR IN ACCORDANCE WITH THE COMPANY'S CUSTOMARY PRACTICE.
NOTWITHSTANDING
ANYTHING CONTAINED HEREIN, THE RECEIPT OF STOCK OPTIONS (OR OTHER STOCK-BASED
COMPENSATION) BY THE PRESCOTT APPOINTEE IN HIS CAPACITY AS A DIRECTOR OF THE
COMPANY (OR THE EXERCISE OF ANY SUCH STOCK OPTIONS OR VESTING OF OTHER
STOCK-BASED COMPENSATION) SHALL NOT RESULT IN THE VIOLATION OF ANY OTHER TERMS
OF THIS AGREEMENT.
INDEMNIFICATION AND INSURANCE.
THE PRESCOTT APPOINTEE SHALL BE ENTITLED TO THE
SAME RIGHTS OF INDEMNIFICATION AS THE OTHER DIRECTORS EXCEPT WITH RESPECT TO ANY
ACTION BROUGHT BY ANY OF THE PRESCOTT PARTIES OR THEIR AFFILIATES, ASSOCIATES OR
REPRESENTATIVES OR BY A THIRD PARTY AT THEIR BEHEST OR WITH THEIR SUPPORT OR
ENCOURAGEMENT, AS TO WHICH THE PRESCOTT APPOINTEE HEREBY WAIVES AND RELEASES
SUCH RIGHTS OF INDEMNIFICATION. THE PRESCOTT APPOINTEE SHALL BE ADDED TO THE
COMPANY'S DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICY.
INFORMATION. THE PRESCOTT PARTIES AGREE TO PROVIDE THE COMPANY WITH SUCH
INFORMATION CONCERNING THE PRESCOTT APPOINTEE AS IS REQUIRED UNDER THE PROXY
RULES UNDER THE EXCHANGE ACT IN CONNECTION WITH THE PREPARATION AND FILING OF
THE COMPANY'S PROXY STATEMENTS RELATING TO ITS ANNUAL MEETINGS OF STOCKHOLDERS
OR ITS OTHER REPORTS OR REGISTRATION STATEMENTS TO BE FILED WITH THE SEC. THE
PRESCOTT PARTIES HEREBY REPRESENT AND WARRANT THAT ALL SUCH INFORMATION
HERETOFORE OR HEREAFTER PROVIDED SHALL BE ACCURATE AND COMPLETE IN ALL MATERIAL
RESPECTS.
RESIGNATION.
IF AT ANY TIME THE OWNERSHIP OF COMMON STOCK OF THE PRESCOTT
PARTIES, TAKEN IN THE AGGREGATE, FALLS BELOW ONE PERCENT (1%) OF THE TOTAL
NUMBER OF ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AS A
RESULT OF SALES OR OTHER DISPOSITIONS OF SUCH STOCK BY THE PRESCOTT PARTIES, THE
PRESCOTT APPOINTEE WILL TENDER HIS RESIGNATION FROM THE BOARD OF DIRECTORS,
SUBJECT TO ACCEPTANCE BY THE BOARD OF DIRECTORS.
3.
CONFIDENTIALITY.
(A)
IN HIS CAPACITY AS A DIRECTOR OF THE COMPANY, THE PRESCOTT
APPOINTEE WILL OBTAIN AND/OR HAVE ACCESS TO INFORMATION CONCERNING THE COMPANY'S
BUSINESS, ASSETS, LIABILITIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH
FLOWS, MARKETS AND MARKETING, CUSTOMERS, EMPLOYEES, PROCESSES, PRODUCTS,
STRATEGIES, PLANS, PROJECTIONS AND FORECASTS AND OTHER INFORMATION ABOUT THE
COMPANY (TOGETHER WITH ALL ANALYSES, COMPILATIONS, STUDIES, NOTES, SUMMARIES OR
OTHER DOCUMENTS CONTAINING OR BASED ON THE INFORMATION OBTAINED FROM THE
COMPANY, THE "COMPANY INFORMATION") ON THE SAME BASIS AS OTHER NON-EMPLOYEE
DIRECTORS OF THE COMPANY.
IN ADDITION TO THE DUTIES AND RESPONSIBILITIES OF THE
PRESCOTT APPOINTEE AS A DIRECTOR UNDER DELAWARE AND UNDER FEDERAL SECURITIES
LAWS WITH RESPECT TO SUCH COMPANY INFORMATION, THE PRESCOTT APPOINTEE AND EACH
OTHER PRESCOTT PARTY TO WHOM ANY COMPANY INFORMATION IS REVEALED WILL KEEP SUCH
INFORMATION STRICTLY CONFIDENTIAL AND NOT DISCLOSE, PUBLISH, COMMUNICATE OR
OTHERWISE REVEAL SUCH COMPANY INFORMATION TO ANY OTHER PERSON, DIRECTLY OR
INDIRECTLY (EXCEPT AS PERMITTED BY SECTIONS 3(B) AND 3(C) BELOW).
(B)
TO THE EXTENT