THIS AGREEMENT THAT INDEMNITEE
WILL ENJOY BY THIS AGREEMENT THE GREATER BENEFITS SO AFFORDED BY SUCH CHANGE.
NO RIGHT OR REMEDY CONFERRED BY THIS AGREEMENT IS INTENDED TO BE EXCLUSIVE OF
ANY OTHER RIGHT OR REMEDY, AND EVERY OTHER RIGHT AND REMEDY WILL BE CUMULATIVE
AND IN ADDITION TO EVERY OTHER RIGHT AND REMEDY GIVEN UNDER THIS AGREEMENT OR
NOW OR HEREAFTER EXISTING AT LAW OR IN EQUITY OR OTHERWISE.
THE ASSERTION OR
EMPLOYMENT OF ANY RIGHT OR REMEDY UNDER THIS AGREEMENT, OR OTHERWISE, WILL NOT
PREVENT THE CONCURRENT ASSERTION OR EMPLOYMENT OF ANY OTHER RIGHT OR REMEDY.
(B)
THE COMPANY HEREBY COVENANTS AND AGREES
THAT, SO LONG AS INDEMNITEE SERVES IN A CORPORATE STATUS AND THEREAFTER SO LONG
AS INDEMNITEE MAY BE SUBJECT TO ANY POSSIBLE PROCEEDING BY REASON OF THE FACT
THAT INDEMNITEE SERVED IN A CORPORATE STATUS, THE COMPANY, SUBJECT TO
SECTION 8(D), WILL MAINTAIN IN FULL FORCE AND EFFECT LIABILITY INSURANCE TO
PROTECT INDEMNITEE FROM PERSONAL LIABILITIES INCURRED BY REASON OF THE FACT THAT
INDEMNITEE IS OR WAS SERVING IN SUCH CAPACITY ("LIABILITY INSURANCE") IN
REASONABLE AMOUNTS FROM ESTABLISHED AND REPUTABLE INSURERS.
(C)
IN ALL APPLICABLE POLICIES OF LIABILITY
INSURANCE, INDEMNITEE WILL BE NAMED AS AN INSURED AND WILL BE COVERED BY SUCH
POLICIES IN ACCORDANCE WITH THEIR TERMS TO THE MAXIMUM EXTENT OF THE COVERAGE
AVAILABLE FOR ANY DIRECTOR, OFFICER, EMPLOYEE, OR AGENT OR FIDUCIARY UNDER SUCH
POLICY OR POLICIES.
(D)
NOTWITHSTANDING THE FOREGOING, THE COMPANY
WILL HAVE NO OBLIGATION TO MAINTAIN LIABILITY INSURANCE IF THE COMPANY
DETERMINES IN GOOD FAITH THAT SUCH INSURANCE IS NOT REASONABLY AVAILABLE, THE
PREMIUM COSTS FOR SUCH INSURANCE ARE DISPROPORTIONATE TO THE AMOUNT OF COVERAGE
PROVIDED, THE COVERAGE PROVIDED BY SUCH INSURANCE IS LIMITED BY EXCLUSIONS SO AS
TO PROVIDE AN INSUFFICIENT BENEFIT, OR INDEMNITEE IS COVERED BY SIMILAR
INSURANCE MAINTAINED BY A SUBSIDIARY OF THE COMPANY OR BY ANOTHER PERSON
PURSUANT TO A CONTRACTUAL OBLIGATION OWED TO THE COMPANY.
(E)
FOLLOWING THE RECEIPT OF A NOTICE OF A
CLAIM PURSUANT TO THE TERMS OF THIS AGREEMENT, THE COMPANY WILL GIVE PROMPT
NOTICE OF THE COMMENCEMENT OF SUCH PROCEEDING TO THE INSURERS IN ACCORDANCE WITH
THE PROCEDURES SET FORTH IN THE RESPECTIVE POLICIES.
THE COMPANY WILL
THEREAFTER TAKE ALL NECESSARY OR DESIRABLE ACTION TO CAUSE SUCH INSURERS TO PAY,
ON BEHALF OF THE INDEMNITEE, ALL AMOUNTS PAYABLE AS A RESULT OF SUCH PROCEEDING
IN ACCORDANCE WITH THE TERMS OF SUCH POLICIES.
(F)
IN THE EVENT OF ANY PAYMENT UNDER THIS
AGREEMENT, THE COMPANY WILL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT TO ALL
OF THE RIGHTS OF RECOVERY OF INDEMNITEE, WHO WILL EXECUTE ALL PAPERS REQUIRED
AND TAKE ALL ACTION NECESSARY TO SECURE SUCH RIGHTS,
10
INCLUDING EXECUTION OF SUCH DOCUMENTS AS ARE NECESSARY TO ENABLE THE COMPANY TO
BRING SUIT TO ENFORCE SUCH RIGHTS.
(G)
THE COMPANY'S OBLIGATION TO INDEMNIFY OR
ADVANCE EXPENSES UNDER THIS AGREEMENT TO INDEMNITEE WHO IS OR WAS SERVING
ANOTHER PERSON IN A CORPORATE STATUS WILL BE REDUCED BY ANY AMOUNT INDEMNITEE