THE COMPANY (WHETHER
BY THE COMPANY OR ANOTHER ENTITY) AT THE HIGHEST LEVEL SO MAINTAINED FOR ANY
OTHER PAST OR ACTIVE DIRECTOR OR OFFICER WITH REGARD TO ANY ACTION OR OMISSION
OF THE EXECUTIVE WHILE AN OFFICER OR DIRECTOR OF THE COMPANY.
SUCH COVERAGE
SHALL CONTINUE FOR ANY PERIOD DURING WHICH THE EXECUTIVE MAY HAVE ANY LIABILITY
FOR THE AFORESAID ACTIONS OR OMISSIONS.
(C)
FOLLOWING A CHANGE OF CONTROL, THE COMPANY SHALL, WITH REGARD TO
MATTERS RELATED TO EXECUTIVE'S PERIOD OF EMPLOYMENT WITH THE COMPANY, INDEMNIFY
THE EXECUTIVE TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY THE COMPANY'S
BYLAWS AGAINST ANY CLAIMS, SUITS, JUDGMENTS, EXPENSES (INCLUDING REASONABLE
ATTORNEY FEES), WITH ADVANCEMENT OF LEGAL FEES AND DISBURSEMENTS TO THE FULLEST
EXTENT PERMITTED BY LAW, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE
EXECUTIVE'S SERVICES AS AN OFFICER OR DIRECTOR OF THE COMPANY, AS AN OFFICER OR
DIRECTOR OF ANY AFFILIATE FOR WHICH THE EXECUTIVE WAS REQUIRED TO SERVE AS SUCH
BY THE COMPANY OR AS A FIDUCIARY OF ANY BENEFIT PLAN OF THE COMPANY OR ANY
AFFILIATE.
13.
SUCCESSORS; BINDING AGREEMENT.
IN ADDITION TO ANY OBLIGATIONS
IMPOSED BY LAW UPON ANY SUCCESSOR TO THE COMPANY, THE COMPANY WILL REQUIRE ANY
SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
COMPANY TO EXPRESSLY ASSUME AND AGREE IN WRITING TO PERFORM THIS AGREEMENT IN
THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO
PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES AND LEGATEES.
IF THE EXECUTIVE SHALL DIE WHILE ANY AMOUNT WOULD STILL
BE PAYABLE TO THE EXECUTIVE HEREUNDER IF THE EXECUTIVE HAD CONTINUED TO LIVE,
ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT TO THE EXECUTORS, PERSONAL REPRESENTATIVES OR
ADMINISTRATORS OF THE EXECUTIVE'S ESTATE.
THIS AGREEMENT IS PERSONAL TO THE
EXECUTIVE AND NEITHER THIS AGREEMENT OR ANY RIGHTS HEREUNDER MAY BE ASSIGNED BY
THE EXECUTIVE.
14.
MISCELLANEOUS.
NO PROVISIONS OF THIS AGREEMENT MAY BE
MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION OR DISCHARGE IS
AGREED TO IN WRITING AND SIGNED BY THE EXECUTIVE AND SUCH OFFICER AS MAY BE
SPECIFICALLY DESIGNATED BY THE BOARD.
NO WAIVER BY EITHER PARTY HERETO AT ANY
TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR COMPLIANCE WITH, ANY
CONDITION OR PROVISION SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR
PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY PRIOR OR SUBSEQUENT TIME.
THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO PERTAINING
TO THE SUBJECT MATTER HEREOF.
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR
OTHERWISE, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE
BEEN MADE BY EITHER PARTY WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
ALL REFERENCES TO ANY LAW SHALL