HARMLESS AND INDEMNIFY
EXECUTIVE AGAINST ANY AND ALL EXPENSES (INCLUDING ATTORNEYS' FEES), JUDGMENTS,
FINES AND AMOUNTS PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY
EXECUTIVE IN CONNECTION WITH ANY THREATENED, PENDING, OR COMPLETED ACTION, SUIT,
OR PROCEEDING WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE
(INCLUDING AN ACTION BY OR IN THE RIGHT OF THE CORPORATION) TO WHICH EXECUTIVE
IS, WAS, OR AT ANY TIME BECOMES A PARTY, OR IS THREATENED TO BE MADE A PARTY, BY
REASON OF THE FACT THAT EXECUTIVE IS, WAS, OR AT ANY TIME BECOMES A DIRECTOR,
OFFICER, EMPLOYEE OR AGENT OF THE COMPANY, OR IS OR WAS SERVING, OR AT ANY TIME
SERVES AT THE REQUEST OF THE COMPANY AS A DIRECTOR, OFFICER, EMPLOYEE, OR AGENT
OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, OR OTHER ENTERPRISE;
OR OTHERWISE TO THE FULLEST EXTENT AS MAY BE PROVIDED TO EXECUTIVE BY THE
COMPANY UNDER THE PROVISIONS OF THE BYLAWS AND THE ARTICLES OF INCORPORATION OF
THE COMPANY AND DELAWARE LAW.
14.
SCOPE OF AGREEMENT.
NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO ENTITLE
EXECUTIVE TO CONTINUED EMPLOYMENT WITH THE COMPANY, POAMI, OR POI OR THEIR
SUBSIDIARIES OR SHALL REQUIRE EXECUTIVE TO CONTINUE THE EMPLOYMENT RELATIONSHIP
AGAINST HIS WISHES; PROVIDED, HOWEVER, THAT ANY TERMINATION OF EXECUTIVE'S
EMPLOYMENT DURING THE TERM OF THIS AGREEMENT SHALL BE SUBJECT TO ALL OF THE
PROVISIONS OF THIS AGREEMENT AS PROVIDED IN SECTION 19.
15.
SUCCESSORS; BINDING AGREEMENT.
(A)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE LEGALLY BINDING UPON
ALL SUCCESSORS AND ASSIGNS OF THE COMPANY, POAMI, AND POI.
THE COMPANY, POAMI,
AND POI WILL REQUIRE A 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 AND/OR POAMI AND/OR POI, BY AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO EXECUTIVE, TO EXPRESSLY ASSUME AND AGREE TO PERFORM
THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY,
POAMI, AND POI WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN
PLACE.
FOR PURPOSES OF THIS SECTION 15(A), REFERENCES TO COMPANY, POI OR POAMI
SHALL MEAN THE COMPANY, POI OR POAMI, RESPECTIVELY, AS DEFINED ABOVE AND ALL
SUCCESSORS TO ITS BUSINESS OR ASSETS THAT EXECUTE AND DELIVER THE AGREEMENT
PROVIDED FOR IN THIS SECTION 15(A) OR THAT OTHERWISE BECOME BOUND BY THE TERMS
AND PROVISIONS OF THIS AGREEMENT BY OPERATION OF LAW
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTES, DEVISEES AND LEGATEES.
IF EXECUTIVE SHALL DIE
WHILE ANY AMOUNTS WOULD BE PAYABLE TO EXECUTIVE HEREUNDER HAD EXECUTIVE
CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE
PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO SUCH PERSON OR PERSONS
APPOINTED IN WRITING BY EXECUTIVE TO RECEIVE SUCH AMOUNTS OR, IF NO PERSON IS SO
APPOINTED, TO EXECUTIVE'S ESTATE.
16
16.
NOTICE.
(A)
FOR PURPOSES OF THIS AGREEMENT, ALL NOTICES AND OTHER