OF THE DIRECTORS THEN STILL IN OFFICE WHO WERE DIRECTORS AT THE
BEGINNING OF SUCH PERIOD) CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A MAJORITY
OF THE BOARD OF DIRECTORS.
1.3.
COMPANY. AS USED HEREIN THE TERM "COMPANY" INCLUDES ALL SUCCESSORS
AND ASSIGNS TO THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY CORPORATION OR
OTHER ENTITY THAT IS A SUCCESSOR TO THE COMPANY BY VIRTUE OF A CHANGE IN
CONTROL.
1.4.
CONTROLLED. "CONTROLLED" MEANS SUBJECT TO THE POWER TO EXERCISE A
CONTROLLING INFLUENCE OVER THE MANAGEMENT OR POLICIES OF A CORPORATION,
PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTITY.
1.5.
EXPENSES. FOR PURPOSES OF THIS AGREEMENT, "EXPENSES" INCLUDES ALL
DIRECT AND INDIRECT COSTS OF ANY TYPE OR NATURE WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES AND RELATED DISBURSEMENTS AND RETAINERS, COSTS OF
TRAVEL, OTHER OUT-OF-POCKET COSTS SUCH AS FEES AND DISBURSEMENTS OF EXPERT
WITNESSES, PRIVATE INVESTIGATORS AND PROFESSIONAL ADVISORS, COURT COSTS,
TRANSCRIPT COSTS, FEES OF EXPERTS, DUPLICATING, PRINTING, AND BINDING COSTS,
TELEPHONE AND FAX TRANSMISSION CHARGES, POSTAGE, DELIVERY SERVICES, SECRETARIAL
SERVICES AND OTHER DISBURSEMENTS AND EXPENSES AND REASONABLE COMPENSATION FOR
TIME SPENT BY THE INDEMNITEE FOR WHICH HE IS NOT OTHERWISE COMPENSATED BY THE
COMPANY OR ANY THIRD PARTY) ACTUALLY AND REASONABLY INCURRED BY THE INDEMNITEE
IN CONNECTION WITH THE INVESTIGATION, DEFENSE OR APPEAL OF A PROCEEDING OR
ESTABLISHING OR ENFORCING A RIGHT TO INDEMNIFICATION OR ADVANCEMENT OF EXPENSES
UNDER THIS AGREEMENT, SECTION 145 OF THE LAW OR OTHERWISE.
1.6.
PROCEEDING. FOR THE PURPOSES OF THIS AGREEMENT, A "PROCEEDING"
MEANS ANY THREATENED, PENDING, OR COMPLETED ACTION, SUIT, ARBITRATION, ALTERNATE
DISPUTE RESOLUTION PROCESS, INVESTIGATION, ADMINISTRATIVE HEARING, APPEAL,
INQUIRY OR OTHER PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE,
INVESTIGATIVE OR ANY OTHER TYPE WHATSOEVER, WHETHER FORMAL OR INFORMAL,
INCLUDING A PROCEEDING INITIATED BY INDEMNITEE PURSUANT TO SECTION 9 OF THIS
AGREEMENT TO ENFORCE INDEMNITEE'S RIGHTS HEREUNDER.
1.7.
SUBSIDIARY. FOR PURPOSES OF THIS AGREEMENT, "SUBSIDIARY" MEANS ANY
CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST, JOINT VENTURE, OR
OTHER ENTITY OF WHICH MORE THAN FIFTY PERCENT (50%) OF THE OUTSTANDING VOTING
SECURITIES IS OWNED DIRECTLY OR INDIRECTLY BY THE COMPANY, BY THE COMPANY AND
ONE OR MORE OF ITS SUBSIDIARIES OR BY ONE OR MORE OF THE COMPANY'S SUBSIDIARIES.
2.
AGREEMENT TO SERVE. THE INDEMNITEE AGREES TO SERVE AND/OR
CONTINUE TO SERVE AS AN AGENT OF THE COMPANY, AT THE WILL OF THE COMPANY (OR
UNDER SEPARATE AGREEMENT, IF SUCH AGREEMENT EXISTS), IN THE CAPACITY THE
INDEMNITEE CURRENTLY SERVES AS AN AGENT OF THE COMPANY, FAITHFULLY AND TO THE
BEST OF HIS ABILITY, SO LONG AS HE IS DULY APPOINTED OR ELECTED AND QUALIFIED IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE CHARTER DOCUMENTS OF THE
COMPANY OR ANY SUBSIDIARY OF THE COMPANY; PROVIDED, HOWEVER, THAT THE INDEMNITEE
MAY AT ANY TIME AND FOR ANY REASON RESIGN FROM SUCH POSITION (SUBJECT TO ANY
CONTRACTUAL OBLIGATION THAT THE INDEMNITEE MAY HAVE ASSUMED APART FROM THIS
AGREEMENT), AND THE COMPANY OR ANY SUBSIDIARY SHALL HAVE NO OBLIGATION UNDER
THIS AGREEMENT TO CONTINUE THE INDEMNITEE IN ANY SUCH POSITION. FOR THE
AVOIDANCE