INTENDED TO BE EXTENDED TO THE
INDEMNITEE HEREUNDER.
THE COMPANY SHALL INDEMNIFY INDEMNITEE AGAINST ANY AND
ALL EXPENSES AND, IF REQUESTED BY INDEMNITEE, SHALL (WITHIN TEN (10) DAYS AFTER
RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR) ADVANCE, TO THE EXTENT NOT
PROHIBITED BY LAW, SUCH EXPENSES TO INDEMNITEE, WHICH ARE INCURRED BY INDEMNITEE
IN CONNECTION WITH ANY ACTION BROUGHT BY INDEMNITEE FOR INDEMNIFICATION OR
ADVANCE OF EXPENSES FROM THE COMPANY UNDER THIS AGREEMENT OR UNDER ANY
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICIES MAINTAINED BY THE COMPANY,
REGARDLESS OF WHETHER INDEMNITEE ULTIMATELY IS DETERMINED TO BE ENTITLED TO SUCH
INDEMNIFICATION, ADVANCEMENT OF EXPENSES OR INSURANCE RECOVERY, AS THE CASE MAY
BE.
(E)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO
DETERMINATION AS TO ENTITLEMENT TO INDEMNIFICATION UNDER THIS AGREEMENT SHALL BE
REQUIRED TO BE MADE PRIOR TO THE FINAL DISPOSITION OF THE PROCEEDING.
SECTION 14.
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;
SUBROGATION.
(A)
THE RIGHTS OF INDEMNIFICATION AND TO RECEIVE ADVANCEMENT OF
EXPENSES AS PROVIDED BY THIS AGREEMENT SHALL NOT BE DEEMED EXCLUSIVE OF ANY
OTHER RIGHTS TO WHICH INDEMNITEE MAY AT ANY TIME BE ENTITLED UNDER APPLICABLE
LAW, THE CHARTER, THE BY-LAWS, ANY AGREEMENT, A VOTE OF STOCKHOLDERS, A
RESOLUTION OF DIRECTORS OR OTHERWISE.
NO AMENDMENT, ALTERATION OR REPEAL OF
THIS AGREEMENT OR OF ANY PROVISION HEREOF SHALL LIMIT OR RESTRICT ANY RIGHT OF
INDEMNITEE UNDER THIS AGREEMENT IN RESPECT OF ANY ACTION TAKEN OR OMITTED BY
SUCH INDEMNITEE IN [HIS] [HER] CORPORATE STATUS PRIOR TO SUCH AMENDMENT,
ALTERATION OR REPEAL.
TO THE EXTENT THAT A CHANGE IN DELAWARE LAW, WHETHER BY
STATUTE OR JUDICIAL DECISION, PERMITS GREATER INDEMNIFICATION OR ADVANCEMENT OF
EXPENSES THAN WOULD BE AFFORDED CURRENTLY UNDER THE CHARTER, THE BYLAWS 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.
NO RIGHT OR
REMEDY HEREIN CONFERRED IS INTENDED TO BE EXCLUSIVE OF ANY OTHER RIGHT OR
REMEDY, AND EVERY OTHER RIGHT AND REMEDY SHALL BE CUMULATIVE AND IN ADDITION TO
EVERY OTHER RIGHT AND REMEDY GIVEN HEREUNDER OR NOW OR HEREAFTER EXISTING AT LAW
OR IN EQUITY OR OTHERWISE.
THE ASSERTION OR EMPLOYMENT OF ANY RIGHT OR REMEDY
HEREUNDER, OR OTHERWISE, SHALL NOT PREVENT THE CONCURRENT ASSERTION OR
EMPLOYMENT OF ANY OTHER RIGHT OR REMEDY.
(B)
TO THE EXTENT THAT THE COMPANY MAINTAINS AN INSURANCE POLICY OR
POLICIES PROVIDING LIABILITY INSURANCE FOR DIRECTORS, OFFICERS, EMPLOYEES, OR
AGENTS OF THE COMPANY OR OF ANY OTHER CORPORATION, PARTNERSHIP, JOINT VENTURE,
TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE WHICH SUCH PERSON SERVES AT THE
REQUEST OF THE COMPANY, INDEMNITEE SHALL BE COVERED BY SUCH POLICY OR POLICIES
IN ACCORDANCE WITH ITS OR THEIR TERMS TO THE MAXIMUM EXTENT OF THE COVERAGE
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AVAILABLE FOR ANY SUCH DIRECTOR, OFFICER, EMPLOYEE OR AGENT UNDER SUCH POLICY OR
POLICIES.
IF, AT THE TIME OF THE RECEIPT OF A NOTICE OF A CLAIM PURSUANT TO THE
TERMS HEREOF, THE COMPANY HAS DIRECTOR AND OFFICER LIABILITY