EXPERT SELECTED BY THE COMPANY
OR SUCH OTHER ENTITY.
THE PROVISIONS OF THIS SECTION 6(C) SHALL NOT BE DEEMED
TO BE EXCLUSIVE OR TO LIMIT IN ANY WAY OTHER CIRCUMSTANCES IN WHICH INDEMNITEE
MAY BE DEEMED OR FOUND TO HAVE MET THE APPLICABLE STANDARD OF CONDUCT TO BE
INDEMNIFIED PURSUANT TO THIS AGREEMENT.
D.
THE KNOWLEDGE OR ACTIONS OR FAILURE TO ACT OF ANY OTHER DIRECTOR,
OFFICER, EMPLOYEE OR AGENT OF THE COMPANY OR OTHER ENTITY, AS APPLICABLE, SHALL
NOT BE IMPUTED TO INDEMNITEE FOR PURPOSES OF DETERMINING INDEMNITEE'S RIGHT TO
INDEMNIFICATION UNDER THIS AGREEMENT.
7.
NONEXCLUSIVITY; SUBSEQUENT CHANGE IN LAW.
THE RIGHTS OF
INDEMNITEE HEREUNDER SHALL BE IN ADDITION TO ANY OTHER RIGHTS INDEMNITEE MAY
HAVE FROM TIME TO TIME UNDER THE CHARTER DOCUMENTS OR THE LAWS OF THE STATE OF
COLORADO OR OTHERWISE, AND NOTHING CONTAINED IN THIS
6
AGREEMENT SHALL DEROGATE OR LIMIT INDEMNITEE'S RIGHTS TO INDEMNIFICATION AS
PROVIDED UNDER THE CHARTER DOCUMENTS OR UNDER APPLICABLE LAW. TO THE EXTENT THAT
A CHANGE IN THE LAWS OF THE STATE OF COLORADO (WHETHER BY STATUTE OR JUDICIAL
DECISION) PERMITS GREATER INDEMNIFICATION BY AGREEMENT THAN WOULD BE AFFORDED
CURRENTLY UNDER THE CHARTER DOCUMENTS AND 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. IN THE EVENT OF ANY CHANGE IN ANY
APPLICABLE LAW, STATUTE OR RULE THAT NARROWS THE RIGHT OF A CORPORATION
ORGANIZED UNDER THE LAWS OF THE STATE OF COLORADO TO INDEMNIFY A MEMBER OF ITS
BOARD OF DIRECTORS OR AN OFFICER, EMPLOYEE, AGENT OR FIDUCIARY, SUCH CHANGE, TO
THE EXTENT NOT OTHERWISE REQUIRED BY SUCH LAW, STATUTE OR RULE TO BE APPLIED TO
THIS AGREEMENT, SHALL HAVE NO EFFECT ON THIS AGREEMENT OR THE PARTIES' RIGHTS
AND OBLIGATIONS HEREUNDER. IF, AND TO THE EXTENT THAT, THE COMPANY DETERMINES TO
CHANGE ITS DOMICILE OR JURISDICTION OF INCORPORATION, THE COMPANY SHALL TAKE
SUCH ACTIONS, IN CONNECTION THEREWITH, TO PRESERVE, IN ALL RESPECTS, THE
INDEMNITY PROTECTIONS AND BENEFITS PROVIDED TO INDEMNITEE HEREUNDER TO THE
FULLEST EXTENT PERMITTED UNDER THE LAWS OF SUCH NEW DOMICILE OR JURISDICTION OF
INCORPORATION.
8.
CONTRIBUTION.
IF THE INDEMNIFICATION PROVIDED FOR IN THIS
AGREEMENT FOR ANY REASON IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE
UNAVAILABLE TO INDEMNITEE IN RESPECT OF ANY EXPENSES OR LIABILITIES REFERRED TO
HEREIN, THEN THE COMPANY, IN LIEU OF INDEMNIFYING INDEMNITEE, SHALL CONTRIBUTE
TO THE AMOUNT PAID OR PAYABLE BY INDEMNITEE IN RESPECT OF SUCH EXPENSES OR
LIABILITIES (A) IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE
BENEFITS RECEIVED BY THE COMPANY AND INDEMNITEE FROM THE ACTION OR INACTION
WHICH RESULTED IN SUCH EXPENSES OR LIABILITIES, OR (B) IF THE ALLOCATION
PROVIDED BY CLAUSE (A) IS NOT PERMITTED BY APPLICABLE LAW, IN SUCH PROPORTION AS
IS APPROPRIATE TO REFLECT NOT ONLY THE RELATIVE BENEFITS REFERRED TO IN CLAUSE
(A) ABOVE BUT ALSO THE RELATIVE FAULT OF THE COMPANY AND INDEMNITEE IN
CONNECTION WITH THE ACTION OR INACTION WHICH RESULTED