HAS NOT BEEN MADE A PARTY TO THE PROCEEDING, THE CORPORATION SHALL
REIMBURSE SUCH DIRECTOR FOR ALL EXPENSES ACTUALLY AND REASONABLY INCURRED BY HIM
OR ON HIS BEHALF IN CONNECTION THEREWITH.
SECTION 10.
OTHER RIGHTS OF INDEMNIFICATION AND INSURANCE.
(A)
THE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES) AND COSTS PROVIDED BY THIS AGREEMENT SHALL
NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH ANY DIRECTOR MAY NOW OR IN
THE FUTURE BE ENTITLED UNDER ANY AGREEMENT, PROVISION OF THE BY-LAWS, OR
PROVISION OF THE ARTICLES OF INCORPORATION, VOTE OF STOCKHOLDERS OR
DISINTERESTED DIRECTORS OF THE CORPORATION, PROVISION OF LAW OR OTHERWISE.
(B)
TO THE EXTENT THAT THE CORPORATION MAINTAINS AN INSURANCE POLICY
OR POLICIES PROVIDING LIABILITY INSURANCE FOR DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS OR FIDUCIARIES OF THE CORPORATION OR OF ANY OTHER CORPORATION,
PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE
WHICH SUCH PERSON SERVES AT THE REQUEST OF THE CORPORATION, INCLUDING, WITHOUT
LIMITATION, THE DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICIES, EACH DATED
AUGUST 25, 2007, ISSUED TO THE CORPORATION BY NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURG, PA. AND THE FEDERAL INSURANCE COMPANY (COLLECTIVELY, THE
"CURRENT D&O POLICY") EACH DIRECTOR SHALL BE COVERED BY SUCH POLICY OR POLICIES
IN ACCORDANCE WITH ITS OR THEIR TERMS TO THE MAXIMUM EXTENT OF THE COVERAGE
AVAILABLE FOR ANY SUCH DIRECTOR, OFFICER, EMPLOYEE OR AGENT UNDER SUCH POLICY OR
POLICIES. THE CORPORATION HEREBY COVENANTS AND AGREES TO MAINTAIN THE CURRENT
D&O POLICY ON TERMS AND SUBJECT TO CONDITIONS AT LEAST AS FAVORABLE TO THE
DIRECTORS AS THE TERMS AND CONDITIONS THAT EXIST AS OF THE DATE OF THIS
AGREEMENT. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, THE CURRENT D&O
POLICY IS NO LONGER IN FULL FORCE AND EFFECT OR IS OTHERWISE UNAVAILABLE, THE
CORPORATION SHALL OBTAIN AND MAINTAIN A POLICY OR POLICIES OF INSURANCE
PROVIDING LIABILITY INSURANCE FOR THE DIRECTORS ON TERMS AND SUBJECT TO
CONDITIONS NOT MATERIALLY DIFFERENT FROM, AND IN NO WAY LESS FAVORABLE TO THE
DIRECTORS THAN, THE CURRENT D&O POLICY; PROVIDED THAT THE CORPORATION SHALL NOT
BE REQUIRED TO PAY AN AGGREGATE PREMIUM FOR SUCH INSURANCE COVERAGE IN EXCESS OF
200% OF THE AMOUNT OF THE PREMIUM FOR THE CURRENT D&O POLICY ON THE DATE OF THIS
AGREEMENT, BUT SHALL, IN SUCH CASE, PURCHASE AS MUCH COVERAGE AS POSSIBLE FOR
SUCH AMOUNT.
SECTION 11.
ATTORNEYS' FEES AND OTHER EXPENSES TO ENFORCE AGREEMENT. IN
THE EVENT THAT A DIRECTOR IS SUBJECT TO OR INTERVENES IN ANY
PROCEEDING IN
WHICH THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT IS AT ISSUE OR SEEKS AN
ADJUDICATION OR AWARD IN ARBITRATION TO ENFORCE HIS RIGHTS UNDER, OR TO RECOVER
DAMAGES FOR BREACH OF, THIS AGREEMENT, SUCH DIRECTOR, IF HE PREVAILS IN WHOLE OR
IN PART IN SUCH ACTION, SHALL BE ENTITLED TO RECOVER FROM THE CORPORATION AND
SHALL BE INDEMNIFIED BY THE CORPORATION AGAINST, ANY ACTUAL EXPENSES FOR
ATTORNEYS' FEES AND DISBURSEMENTS REASONABLY INCURRED BY HIM.
9
SECTION 12.
DURATION OF AGREEMENT. THIS AGREEMENT SHALL CONTINUE