INDEMNITEE'S REASONABLE EXPENSES INCURRED IN
CONNECTION WITH SUCCESSFULLY ESTABLISHING HIS OR HER RIGHT TO INDEMNIFICATION,
IN WHOLE, OR IN PART, IN ANY SUCH PROCEEDING SHALL ALSO BE INDEMNIFIED BY THE
CORPORATION.
11.
PARTIAL INDEMNIFICATION.
IF INDEMNITEE IS
ENTITLED UNDER ANY PROVISION OF THIS AGREEMENT TO INDEMNIFICATION BY THE
CORPORATION FOR SOME OR A PORTION OF THE EXPENSES, JUDGMENTS, FINES, PENALTIES
OR AMOUNTS PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY HIM OR HER OR
ON HIS OR HER BEHALF IN CONNECTION WITH ANY PROCEEDING BUT NOT, HOWEVER, FOR THE
TOTAL AMOUNT THEREOF, THE CORPORATION SHALL NEVERTHELESS INDEMNIFY INDEMNITEE
FOR THE PORTION OF SUCH EXPENSES, JUDGMENTS, FINES, PENALTIES OR AMOUNTS PAID IN
SETTLEMENT TO WHICH INDEMNITEE IS ENTITLED.
12.
SUBROGATION.
IN THE EVENT OF ANY PAYMENT
UNDER THIS AGREEMENT, THE CORPORATION SHALL BE SUBROGATED TO THE EXTENT OF SUCH
PAYMENT TO ALL OF THE RIGHTS OF RECOVERY OF INDEMNITEE, WHO SHALL EXECUTE ALL
PAPERS REQUIRED AND TAKE ALL ACTION NECESSARY TO SECURE SUCH RIGHTS, INCLUDING
EXECUTION OF SUCH DOCUMENTS AS ARE NECESSARY TO ENABLE THE CORPORATION TO BRING
SUIT TO ENFORCE SUCH RIGHTS.
13.
TERM OF AGREEMENT.
THIS AGREEMENT SHALL
CONTINUE UNTIL AND TERMINATE UPON THE LATER OF (A) SIX YEARS AFTER THE DATE THAT
INDEMNITEE SHALL HAVE CEASED TO SERVE AS A DIRECTOR OF THE CORPORATION OR, AT
THE REQUEST OF THE CORPORATION, AS A DIRECTOR, OFFICER, PARTNER, TRUSTEE,
FIDUCIARY, EMPLOYEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE,
TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE OR (B) THE FINAL TERMINATION OF
ALL PROCEEDINGS PENDING ON THE DATE SET FORTH IN CLAUSE (A) IN RESPECT OF WHICH
INDEMNITEE IS GRANTED RIGHTS OF INDEMNIFICATION OR ADVANCEMENT OF
7
EXPENSES HEREUNDER AND OF ANY PROCEEDING COMMENCED BY INDEMNITEE PURSUANT TO
PARAGRAPH 8 OF THIS AGREEMENT RELATING THERETO.
14.
INDEMNIFICATION HEREUNDER NOT EXCLUSIVE.
THE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES PROVIDED BY THIS AGREEMENT SHALL
NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH INDEMNITEE MAY BE ENTITLED
UNDER THE CORPORATION'S ARTICLES OF ORGANIZATION OR BYLAWS, ANY AGREEMENT, ANY
VOTE OF SHAREHOLDERS OR DIRECTORS OF THE CORPORATION, CHAPTER 156D, ANY OTHER
LAW (COMMON OR STATUTORY) OR OTHERWISE, BOTH AS TO ACTION IN INDEMNITEE'S
OFFICIAL CAPACITY AND AS TO ACTION IN ANOTHER CAPACITY WHILE HOLDING OFFICE FOR
THE CORPORATION, AND NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO WAIVE ANY SUCH
OTHER RIGHTS.
NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO PROHIBIT THE
CORPORATION FROM PURCHASING AND MAINTAINING INSURANCE, AT ITS EXPENSE, TO
PROTECT ITSELF OR INDEMNITEE AGAINST ANY EXPENSE, LIABILITY OR LOSS INCURRED BY
IT OR HIM OR HER IN ANY SUCH CAPACITY, OR ARISING OUT OF INDEMNITEE'S STATUS AS
SUCH, WHETHER OR NOT INDEMNITEE WOULD BE INDEMNIFIED AGAINST SUCH EXPENSE,
LIABILITY OR LOSS UNDER THIS AGREEMENT.
15.
NO SPECIAL RIGHTS.
NOTHING HEREIN SHALL
CONFER UPON INDEMNITEE ANY RIGHT TO CONTINUE TO SERVE AS A DIRECTOR OF THE
CORPORATION FOR ANY PERIOD OF TIME, OR AT ANY PARTICULAR RATE OF COMPENSATION.
16.
SAVINGS CLAUSE.
IF THIS AGREEMENT OR ANY
PORTION THEREOF SHALL