IS ENTITLED.
8
11.
SUBROGATION.
IN THE EVENT OF ANY PAYMENT UNDER THIS AGREEMENT,
THE CORPORATION SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL OF THE
RIGHTS OF RECOVERY OF THE INDEMNITEE, WHO SHALL EXECUTE ALL PAPERS REQUIRED AND
TAKE ALL ACTION NECESSARY TO SECURE SUCH RIGHTS, INCLUDING EXECUTION OF SUCH
DOCUMENTS AS ARE NECESSARY TO ENABLE THE CORPORATION TO BRING SUIT TO ENFORCE
SUCH RIGHTS.
12.
TERM OF AGREEMENT.
THIS AGREEMENT SHALL CONTINUE UNTIL AND
TERMINATE UPON THE LATER OF (A) TEN YEARS AFTER THE DATE THAT THE INDEMNITEE
SHALL HAVE CEASED TO SERVE AS A DIRECTOR OR OFFICER OF THE CORPORATION OR, AT
THE REQUEST OF THE CORPORATION, AS A DIRECTOR, OFFICER, PARTNER, TRUSTEE,
MEMBER, EMPLOYEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE,
TRUST, LIMITED LIABILITY COMPANY OR OTHER ENTERPRISE OR (B) THE FINAL
TERMINATION OF ALL PROCEEDINGS PENDING ON THE DATE SET FORTH IN CLAUSE (A) IN
RESPECT OF WHICH THE INDEMNITEE IS GRANTED RIGHTS OF INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES HEREUNDER AND OF ANY PROCEEDING COMMENCED BY THE
INDEMNITEE PURSUANT TO SECTION 9 OF THIS AGREEMENT RELATING THERETO.
13.
INDEMNIFICATION HEREUNDER NOT EXCLUSIVE.
THE INDEMNIFICATION AND
ADVANCEMENT OF EXPENSES PROVIDED BY THIS AGREEMENT SHALL NOT BE DEEMED EXCLUSIVE
OF ANY OTHER RIGHTS TO WHICH THE INDEMNITEE MAY BE ENTITLED UNDER THE
CERTIFICATION OF INCORPORATION, THE BY-LAWS, ANY OTHER AGREEMENT, ANY VOTE OF
STOCKHOLDERS OR DISINTERESTED DIRECTORS, THE GENERAL CORPORATION LAW OF
DELAWARE, ANY OTHER LAW (COMMON OR STATUTORY), OR OTHERWISE, BOTH AS TO ACTION
IN THE INDEMNITEE'S OFFICIAL CAPACITY AND AS TO ACTION IN ANOTHER CAPACITY WHILE
HOLDING OFFICE FOR THE CORPORATION.
NOTHING CONTAINED IN THIS AGREEMENT SHALL
BE DEEMED TO PROHIBIT THE CORPORATION FROM PURCHASING AND MAINTAINING INSURANCE,
AT ITS EXPENSE, TO PROTECT ITSELF OR THE INDEMNITEE AGAINST ANY EXPENSE,
LIABILITY OR LOSS INCURRED BY IT OR THE INDEMNITEE IN ANY SUCH CAPACITY, OR
ARISING OUT OF THE INDEMNITEE'S STATUS AS SUCH, WHETHER OR NOT THE INDEMNITEE
WOULD BE INDEMNIFIED AGAINST SUCH EXPENSE, LIABILITY OR LOSS UNDER THIS
AGREEMENT.
14.
NO SPECIAL RIGHTS.
NOTHING HEREIN SHALL CONFER UPON THE
INDEMNITEE ANY RIGHT TO CONTINUE TO SERVE AS AN OFFICER OR DIRECTOR OF THE
CORPORATION FOR ANY PERIOD OF TIME OR AT ANY PARTICULAR RATE OF COMPENSATION.
15.
SAVINGS CLAUSE.
IF THIS AGREEMENT OR ANY PORTION THEREOF SHALL BE
INVALIDATED ON ANY GROUND BY ANY COURT OF COMPETENT JURISDICTION, THEN THE
CORPORATION SHALL NEVERTHELESS INDEMNIFY THE INDEMNITEE AS TO EXPENSES,
JUDGMENTS, FINES, PENALTIES AND AMOUNTS PAID IN SETTLEMENT WITH RESPECT TO ANY
PROCEEDING TO THE FULL EXTENT PERMITTED BY ANY APPLICABLE PORTION OF THIS
AGREEMENT THAT SHALL NOT HAVE BEEN INVALIDATED AND TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE THE ORIGINAL.
17.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
CORPORATION AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF THE
ESTATE, HEIRS, EXECUTORS, ADMINISTRATORS AND PERSONAL REPRESENTATIVES