COMPANY'S CHARTER OR
BYLAWS, AS AMENDED, OR ANY OTHER AGREEMENT, VOTE OF STOCKHOLDERS OR DIRECTORS
(OR A COMMITTEE OF DIRECTORS), OR OTHERWISE, BOTH AS TO ACTION IN INDEMNITEE'S
OFFICIAL CAPACITY AND AS TO ACTION IN ANY OTHER CAPACITY AS A RESULT OF
INDEMNITEE'S SERVING AS A DIRECTOR OF THE COMPANY.
15.
SUCCESSORS.
THIS AGREEMENT SHALL BE (A) BINDING UPON ALL
SUCCESSORS AND ASSIGNS OF THE COMPANY (INCLUDING ANY TRANSFEREE OF ALL OR A
SUBSTANTIAL PORTION OF THE BUSINESS, STOCK AND/OR ASSETS OF THE COMPANY AND ANY
DIRECT OR INDIRECT SUCCESSOR BY MERGER OR CONSOLIDATION OR OTHERWISE BY
OPERATION OF LAW) AND (B) BINDING ON AND SHALL INURE TO THE BENEFIT OF THE
HEIRS, PERSONAL REPRESENTATIVES, EXECUTORS AND ADMINISTRATORS OF INDEMNITEE.
THIS AGREEMENT SHALL CONTINUE FOR THE BENEFIT OF INDEMNITEE AND SUCH HEIRS,
PERSONAL REPRESENTATIVES, EXECUTORS AND ADMINISTRATORS AFTER INDEMNITEE HAS
CEASED TO HAVE CORPORATE STATUS.
16.
SUBROGATION.
IN THE EVENT OF ANY PAYMENT OF INDEMNIFIABLE AMOUNTS
UNDER THIS AGREEMENT, THE COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH
PAYMENT TO ALL OF THE RIGHTS OF
12
CONTRIBUTION OR RECOVERY OF INDEMNITEE AGAINST OTHER PERSONS, AND INDEMNITEE
SHALL TAKE, AT THE REQUEST OF THE COMPANY, ALL REASONABLE ACTION NECESSARY TO
SECURE SUCH RIGHTS, INCLUDING THE EXECUTION OF SUCH DOCUMENTS AS ARE NECESSARY
TO ENABLE THE COMPANY TO BRING SUIT TO ENFORCE SUCH RIGHTS.
17.
CHANGE IN LAW.
TO THE EXTENT THAT A CHANGE IN MARYLAND LAW OR
OTHER APPLICABLE LAW OR REGULATION
(WHETHER BY STATUTE OR JUDICIAL DECISION)
SHALL PERMIT BROADER INDEMNIFICATION OR ADVANCEMENT OF EXPENSES THAN IS PROVIDED
UNDER THE TERMS OF THE CHARTER OR BYLAWS OF THE COMPANY, EACH AS AMENDED, AND
THIS AGREEMENT, INDEMNITEE SHALL BE ENTITLED TO SUCH BROADER INDEMNIFICATION AND
ADVANCEMENTS, AND THIS AGREEMENT SHALL BE DEEMED TO BE AMENDED TO SUCH EXTENT.
18.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH A MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT, OR ANY CLAUSE THEREOF,
SHALL BE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, INVALID
OR UNENFORCEABLE, IN WHOLE OR IN PART, SUCH PROVISION OR CLAUSE SHALL BE LIMITED
OR MODIFIED IN ITS APPLICATION TO THE MINIMUM EXTENT NECESSARY TO MAKE SUCH
PROVISION OR CLAUSE VALID, LEGAL AND ENFORCEABLE, AND THE REMAINING PROVISIONS
AND CLAUSES OF THIS AGREEMENT SHALL REMAIN FULLY ENFORCEABLE AND BINDING ON THE
PARTIES.
19.
INDEMNITEE AS PLAINTIFF.
EXCEPT AS PROVIDED IN THE NEXT SENTENCE,
INDEMNITEE SHALL NOT BE ENTITLED TO PAYMENT OF INDEMNIFIABLE AMOUNTS OR
ADVANCEMENT OF INDEMNIFIABLE EXPENSES WITH RESPECT TO ANY PROCEEDING BROUGHT BY
INDEMNITEE AGAINST THE COMPANY, ANY ENTITY WHICH IT CONTROLS, ANY DIRECTOR OR
OFFICER THEREOF, OR ANY THIRD PARTY, UNLESS (A) THE PROCEEDING IS BROUGHT TO
ENFORCE INDEMNIFICATION UNDER THIS AGREEMENT
AND INDEMNITEE HAS BEEN SUCCESSFUL
ON THE MERITS OR OTHERWISE OR (B) THE COMPANY'S BYLAWS, AS AMENDED, THE CHARTER,
A RESOLUTION OF THE COMPANY'S BOARD OF DIRECTORS OR AN AGREEMENT APPROVED BY THE
COMPANY'S BOARD OF DIRECTORS