ANY ASPECT THEREOF, INCLUDING THE LEGAL OR FACTUAL BASES THEREFOR, AND THE
COMPANY HEREBY CONSENTS TO SERVICE OF PROCESS AND TO APPEAR IN ANY SUCH
PROCEEDING.
ANY DETERMINATION BY THE REVIEWING PARTY OTHERWISE SHALL BE
CONCLUSIVE AND BINDING ON THE COMPANY AND INDEMNITEE.
(C)
CHANGE IN CONTROL.
THE COMPANY AGREES THAT
IF THERE IS A CHANGE IN CONTROL OF THE COMPANY (OTHER THAN A CHANGE IN CONTROL
WHICH HAS BEEN APPROVED BY A MAJORITY OF THE COMPANY'S BOARD OF DIRECTORS WHO
WERE DIRECTORS IMMEDIATELY PRIOR TO SUCH CHANGE IN CONTROL) THEN WITH RESPECT TO
ALL MATTERS THEREAFTER ARISING CONCERNING THE RIGHTS OF INDEMNITEE TO PAYMENTS
OF EXPENSES AND EXPENSE ADVANCES UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT OR
UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS AS NOW OR HEREAFTER
IN EFFECT, THE COMPANY SHALL SEEK LEGAL ADVICE ONLY FROM INDEPENDENT LEGAL
COUNSEL (AS DEFINED IN SECTION 10(D) HEREOF) SELECTED BY INDEMNITEE AND APPROVED
BY THE COMPANY (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD).
SUCH
COUNSEL, AMONG OTHER THINGS, SHALL RENDER ITS WRITTEN OPINION TO THE COMPANY AND
INDEMNITEE AS TO WHETHER AND TO WHAT EXTENT INDEMNITEE WOULD BE PERMITTED TO BE
INDEMNIFIED UNDER APPLICABLE LAW.
THE COMPANY AGREES TO PAY THE REASONABLE FEES
OF THE INDEPENDENT LEGAL COUNSEL REFERRED TO ABOVE AND TO FULLY INDEMNIFY SUCH
COUNSEL AGAINST ANY AND ALL EXPENSES (INCLUDING ATTORNEYS' FEES), CLAIMS,
LIABILITIES AND DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS
ENGAGEMENT PURSUANT HERETO.
(D)
MANDATORY PAYMENT OF EXPENSES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OTHER THAN SECTION 9
HEREOF, TO THE EXTENT THAT INDEMNITEE HAS BEEN SUCCESSFUL ON THE MERITS OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE DISMISSAL OF AN ACTION WITHOUT
PREJUDICE, IN DEFENSE OF ANY ACTION, SUIT, PROCEEDING, INQUIRY OR INVESTIGATION
REFERRED TO IN SECTION (1)(A) HEREOF OR IN THE DEFENSE OF ANY CLAIM, ISSUE OR
MATTER THEREIN, INDEMNITEE SHALL BE INDEMNIFIED AGAINST ALL EXPENSES INCURRED BY
INDEMNITEE IN CONNECTION THEREWITH.
2.
EXPENSES; INDEMNIFICATION PROCEDURE.
(A)
ADVANCEMENT OF EXPENSES.
THE COMPANY SHALL
ADVANCE ALL EXPENSES INCURRED BY INDEMNITEE.
THE ADVANCES TO BE MADE HEREUNDER
SHALL BE PAID BY THE COMPANY TO INDEMNITEE AS SOON AS PRACTICABLE BUT IN ANY
EVENT NO LATER THAN FIVE (5) DAYS AFTER WRITTEN DEMAND BY INDEMNITEE THEREFOR TO
THE COMPANY.
(B)
NOTICE/COOPERATION BY INDEMNITEE.
INDEMNITEE SHALL, AS A CONDITION PRECEDENT TO INDEMNITEE'S RIGHT TO BE
INDEMNIFIED UNDER THIS AGREEMENT, GIVE THE COMPANY NOTICE IN WRITING AS SOON AS
PRACTICABLE OF ANY CLAIM MADE AGAINST INDEMNITEE FOR WHICH INDEMNIFICATION WILL
OR COULD BE SOUGHT UNDER THIS AGREEMENT.
NOTICE TO THE COMPANY SHALL BE
DIRECTED TO THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AT THE ADDRESS SHOWN ON
THE SIGNATURE PAGE OF THIS AGREEMENT (OR SUCH OTHER ADDRESS AS THE COMPANY SHALL
DESIGNATE IN WRITING TO INDEMNITEE).
IN ADDITION, INDEMNITEE SHALL GIVE THE
COMPANY SUCH INFORMATION AND COOPERATION AS IT MAY REASONABLY REQUIRE AND AS
SHALL BE WITHIN INDEMNITEE'S POWER.
(C)
NO PRESUMPTIONS; BURDEN OF PROOF.
FOR
PURPOSES OF THIS AGREEMENT, THE TERMINATION OF ANY