Common use of Procedure for Determination of Entitlement to Indemnification Clause in Contracts

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon On written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof8(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurredoccurred within two (2) years prior to the date of such written request, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurredoccurred within two (2) years prior to the date of such written request, (A) by a majority vote of the Disinterested DirectorsDirectors (as hereinafter defined), even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors orDirectors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon on reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof8(b), the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurredoccurred within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurredoccurred within two (2) years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In selected in either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 of this Agreementsection 17, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof8(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the petitioned court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).other

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board and counsel for the Corporation in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case the determination shall be made in the manner provided below in clause (ii) or (iii); (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) by the stockholders of the Corporation; or (iiiii) if a Change as provided in Section 8(b) of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteethis Agreement; and, if it is so determined that Indemnitee is entitled to the indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (Corporation "irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 9(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “"Independent Counsel” " as defined in Section 1 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a7(a) hereofof this Agreement, no Independent Counsel shall have been selected and not or, if selected, shall have been objected to, in accordance with this Section 7(c), either the Company Corporation or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of of-a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person as so appointed shall act as Independent Counsel under Section 9(b7(b) hereofof this Agreement. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b7(b) hereofof this Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii9(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder. The time at which Indemnitee submits a written requestrequest for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion. Once Indemnitee submits such a written request for indemnification, including therein a Determination (as defined by Section 24 of this Agreement) shall thereafter be made, as provided in and only to the extent required by Section 6(c) of this Agreement. In no event shall a Determination of Indemnitee’s entitlement to indemnification be made, or therewith be required to be made, as a condition to or otherwise in connection with any advancement of Expenses pursuant to Section 8 of this Agreement or, with respect to any Proceeding, to the extent Indemnitee has been successful on the merits or otherwise in such documentation and information as is reasonably available Proceeding. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee and is reasonably necessary to determine whether unless, and to what the extent that, such failure actually and materially prejudices the interests of the Company. (b) The Secretary of the Company shall, promptly upon receipt of a claim for indemnification from the Indemnitee, advise the Board of Directors in writing that Indemnitee is entitled has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. (bc) Upon submission of a written request by the Indemnitee for indemnification as provided in Section 6(a), a Determination shall be made as to Indemnitee’s entitlement to indemnification. Any such Determination shall be made within thirty (30) days after receipt of Indemnitee’s written request for indemnification pursuant to the first sentence of Section 9(a) hereof6(a), unless Indemnitee agrees to a determinationlonger period, if required by applicable law, with respect to Indemnitee’s entitlement thereto and such Determination shall be made in the specific case: either (i) by a majority of the Disinterested Directors, even though less than a quorum, so long as there are Disinterested Directors or Indemnitee does not request that such Determination be made by Independent Counsel, or (ii) if a Change there are no Disinterested Directors or if so requested by Indemnitee, in Control shall have occurredIndemnitee’s sole discretion, by Independent Counsel in a written opinion to the Board, Company and Indemnitee. If a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if it Determination is so determined made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDetermination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesDetermination. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be advanced and borne by the Company (irrespective of the determination Determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies is liable to indemnify and agrees to hold Indemnitee harmless therefrom. If the person, persons or entity making such Determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person, persons or entity shall reasonably prorate such part of indemnification among such claims, issues or matters. (cd) In the event Indemnitee requests that the determination of entitlement to indemnification is to Determination be made by Independent Counsel pursuant to Section 9(b) hereofCounsel, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be by made by the BoardBoard of Directors, in which event the preceding sentence Board of Directors shall applymake such selection on behalf of the Company, subject to the remaining provisions of this Section 6(d)), and Indemnitee or the Company, as the case may be, shall give written notice to the other, advising the Company advising it or Indemnitee of the identity of the Independent Counsel so selected. In either event, Indemnitee The Company or the CompanyIndemnitee, as the case may be, may, within ten (10) days after such written notice of selection shall have been givenreceived, deliver to Indemnitee or the Company or to IndemniteeCompany, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 24 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a6(a) hereofof this Agreement, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereofthis Agreement. The Company shall pay any and all reasonable fees and Expenses of Any expenses incurred by Independent Counsel incurred shall be borne by such Independent Counsel in connection with acting pursuant the Company (irrespective of the Determination of Indemnitee’s entitlement to Section 9(bindemnification) hereofand not by Indemnitee, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c6(d), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided in Clause (ii) below), or (ii) if a Change of in Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as hereinafter defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if such obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by said Disinterested Directors, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such Any Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesunder the Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b6(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c6(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 14(f) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a6(a) hereof, no Independent Counsel shall have been selected, or Independent Counsel has been selected and not objected to, and such objection has not been resolved, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b6(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b6(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c6(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) 8 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written requestrequest therefor, including therein or therewith along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification; provided, however, that no deficiency in any such request, documentation or information shall adversely affect the Indemnitee’s rights to indemnification or advancement of expenses under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (ii) if a Change in Control shall have occurredquorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(d), in a written opinion to the BoardBoard (which opinion may be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if . If it is so determined that the Indemnitee is entitled to indemnification, the Company shall make payment to the Indemnitee shall be made within ten (10) 10 days after such determination. The Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicableSubject to the provisions of Section 10 hereof, taking into account all facts and circumstances. Any reasonable any costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by the Indemnitee in so cooperating with the person, persons Person or entity Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) Company, and the Company hereby indemnifies and agrees to indemnify and hold the Indemnitee harmless therefrom. (c) Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination with respect to the Indemnitee’s entitlement to indemnification to be made by Independent Counsel, as selected pursuant to Section 8(d), in a written opinion to the Board (which opinion may be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee. (d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) or (c) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(d). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to approved by the Company advising it of the identity of the (which approval shall not be unreasonably withheld, conditioned or delayed). If (i) an Independent Counsel so selected. In either event, Indemnitee is to make the determination of entitlement pursuant to Section 8(b) or the Company, as the case may be, may, within ten (10c) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreementhereof, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, (ii) within thirty (30) 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected toselected, either the Company or the Indemnitee may petition any court the Chancery Court of competent jurisdiction for resolution the State of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or Delaware for the appointment as Independent Counsel of a person Person selected by the such court or by such other person Person as the such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) or (c) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(d), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementWithin thirty (30) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available notice identifying the Proceeding. The omission by the Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, and is reasonably necessary (ii) under this Agreement only to determine whether and the extent the Company can establish that such omission to what extent Indemnitee is entitled notify resulted in actual prejudice to indemnificationthe Company. (b) Upon Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee's entitlement to indemnification shall be determined according to Section 8(c) of this Agreement. (c) On written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof8(b), a determination, if required by applicable lawlaw requires, with respect to Indemnitee’s entitlement thereto shall will be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (Bii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, requested by the Indemnitee in his or her sole discretion by an Independent Counsel in a written opinion to the Board, a copy of which shall will be delivered to Indemnitee; and, if . If it is so determined that Indemnitee is entitled to indemnificationindemnification hereunder, payment the Company will: (i) within 10 business days after that determination pay to Indemnitee shall be made all amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination; and (ii) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 business days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Indemnitee shall will cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnificationindemnification under this Agreement, including providing to such person, persons or entity upon on reasonable advance request any documentation or information which is (i) not privileged or otherwise protected from disclosure and which is disclosure, (ii) reasonably available to Indemnitee and (iii) reasonably necessary to such that determination. Such determination shall be made as promptly as is reasonably practicable, taking into account The Company will bear all facts costs and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee incurs in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) In the event If an Independent Counsel is to make the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof8(c), the Independent Counsel shall will be selected as provided in this Section 9(c)8(d) provides. If a Change of Control shall has not have occurred, the Board will select the Independent Counsel shall be selected by the BoardCounsel, and the Company shall will give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have has occurred, Indemnitee will select the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request requests that such selection be made by the BoardBoard make the selection, in which event the preceding sentence shall will apply), and Indemnitee shall will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 business days after such the written notice of selection shall have has been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such the selection; provided, however, that any such objection may be asserted only on the ground that the Independent Counsel so selected does is not meet the requirements of an “Independent Counsel” as defined in Section 1 of this Agreement21 defines that term, and the objection shall must set forth with particularity the factual basis of such for that assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If any such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such that objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, If (i) an Independent Counsel is to make the determination of entitlement to indemnification pursuant to Section 8(c) and (ii) within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof8(a), no Independent Counsel shall have has been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have that has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the petitioned court or by such other person as the petitioned court shall designatedesignates, and the person with respect to whom all objections are so resolved or the person so appointed shall will act as the Independent Counsel under Section 9(b) hereof8(c). The Company shall will pay any and all reasonable and documented fees and Expenses of expenses the Independent Counsel incurred by such Independent Counsel incurs in connection with acting pursuant to Section 9(b) hereof8(c), and the Company shall will pay all reasonable and documented fees and Expenses expenses incident to the procedures of this Section 9(c)8(d) sets forth, regardless of the manner in which such the Independent Counsel was is selected or appointed. Upon If (i) the due commencement of Independent Counsel selected or appointed pursuant to this Section 8(d) does not make any determination respecting Indemnitee’s entitlement to indemnification hereunder within 45 days after the Company receives a written request therefor and (ii) any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a) of this Agreementis then commenced, that Independent Counsel shall will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) under this Agreement, Indemnitee shall submit to the Company Chief Executive Officer or Chief Financial Officer a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary or any Assistant Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided in Clause (ii) below), or (ii) if a Change of in Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as hereinafter defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if such obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by said Disinterested Directors, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such Any Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesunder the Agreement of the Indemnitee's entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b6(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c6(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b6(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b6(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c6(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii8(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Promptly upon receipt of such a request for indemnification, the Secretary of the Corporation shall advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: case as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii)); or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the a quorum consisting of Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, if such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses Expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective regardless of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereofof this Agreement, and no counsel shall have been designated previously by the Board of Directors or the Independent Counsel shall be selected as provided in this Section 9(c). If a so designated is unwilling or unable to serve, then, (i) if no Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board of Directors and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If ; (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “"Independent Counsel” " as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not or if selected, shall have been objected to, in accordance with this Section 8(c), either the Company Corporation or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting the performance of his responsibilities pursuant to Section 9(b8(b) hereof, and the Company Corporation shall pay all reasonable fees and Expenses incident to the implementation of the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) 12 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided in Clause (ii) below), or (ii) if a Change of in Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as hereinafter defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if such obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by said Disinterested Directors, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such Any Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesunder the Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b6(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c6(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 14(f) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a6(a) hereof, no Independent Counsel shall have been selected, or Independent Counsel has been selected and not objected to, and such objection has not been resolved, either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b6(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b6(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c6(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) 8 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereofindemnification, a determination, if required by applicable law, determination with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: case as follows: (i) if a Change in Control (as defined in section 5(b) of this Agreement) shall have occurred, by Independent Counsel (as defined in Section 5(a) of this Agreement) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board or the Stockholders, in which case the determination shall be made in the manner provided below in clause (ii); or (ii) if a Change in Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of disinterested directors, (B) if a quorum of the Board consisting of disinterested directors is not obtainable or, even if obtainable, such quorum of disinterested directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; Indemnitee or (ii) if a Change of Control shall not have occurred, (AC) by a majority vote the stockholders of the Disinterested Directors, even though less than a quorum of the Board, or Company. (Bc) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) 4 hereof, no Independent Counsel shall have been selected and not or if selected, shall have been objected to, in accordance with this Section 4(d), either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the . The person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b) 4 hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c)4, including reasonable fees and expenses incurred by such Independent Counsel regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) 12 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee or (C) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).the

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementWithin sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available notice identifying the Proceeding. The omission by the Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, and is reasonably necessary (ii) under this Agreement only to determine whether and the extent the Company can establish that such omission to what extent Indemnitee is entitled notify resulted in actual prejudice to indemnificationthe Company. (b) Upon Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 8(c) of this Agreement. (c) On written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof8(b), a determination, if required by applicable lawlaw requires, with respect to Indemnitee’s entitlement thereto shall will be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (Bii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, requested by the Indemnitee in his or her sole discretion by an Independent Counsel in a written opinion to the Board, a copy of which shall will be delivered to Indemnitee; and, if . If it is so determined that Indemnitee is entitled to indemnificationindemnification hereunder, payment the Company will: (i) within 10 days after that determination pay to Indemnitee shall be made all amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination; and (ii) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Indemnitee shall will cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnificationindemnification under this Agreement, including providing to such person, persons or entity upon on reasonable advance request any documentation or information which is (i) not privileged or otherwise protected from disclosure and which is disclosure, (ii) reasonably available to Indemnitee and (iii) reasonably necessary to such that determination. Such determination shall be made as promptly as is reasonably practicable, taking into account The Company will bear all facts costs and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee incurs in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) In the event If an Independent Counsel is to make the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof8(c), the Independent Counsel shall will be selected as provided in this Section 9(c)8(d) provides. If a Change of Control shall has not have occurredoccurred within two years prior to the date of Indemnitee’s written request for indemnification pursuant to Section 8(a), the Board will select the Independent Counsel shall be selected by the BoardCounsel, and the Company shall will give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurredhas occurred within two years prior to the date of that written request, Indemnitee will select the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request requests that such selection be made by the BoardBoard make the selection, in which event the preceding sentence shall will apply), and Indemnitee shall will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such the written notice of selection shall have has been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such the selection; provided, however, that any such objection may be asserted only on the ground that the Independent Counsel so selected does is not meet the requirements of an “Independent Counsel” as defined in Section 1 of this Agreement17 defines that term, and the objection shall must set forth with particularity the factual basis of such for that assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If any such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such that objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, If (i) an Independent Counsel is to make the determination of entitlement to indemnification pursuant to Section 8(c) and (ii) within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof8(a), no Independent Counsel shall have has been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have that has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the petitioned court or by such other person as the petitioned court shall designatedesignates, and the person with respect to whom all objections are so resolved or the person so appointed shall will act as the Independent Counsel under Section 9(b) hereof8(c). The Company shall will pay any and all reasonable fees and Expenses of expenses the Independent Counsel incurred by such Independent Counsel incurs in connection with acting pursuant to Section 9(b) hereof8(c), and the Company shall will pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c)8(d) sets forth, regardless of the manner in which such the Independent Counsel was is selected or appointed. Upon If (i) the due commencement of Independent Counsel selected or appointed pursuant to this Section 8(d) does not make any determination respecting Indemnitee’s entitlement to indemnification hereunder within 45 days after the Company receives a written request therefor and (ii) any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a) of this Agreementis then commenced, that Independent Counsel shall will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeCounsel; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as herein defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in Counsel, or (C) if so directed by a written opinion to majority of the Boardmembers of the Board of Directors, a copy by the stockholders of which shall be delivered to Indemnitee; and, if the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesin the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 9. Any reasonable costs or expenses (including reasonable attorneys’ fees Expenses actually and disbursements) actually reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies shall indemnify and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementWithin sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available notice identifying the Proceeding. The omission by the Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, and is reasonably necessary (ii) under this Agreement only to determine whether and the extent the Company can establish that such omission to what extent Indemnitee is entitled notify resulted in actual prejudice to indemnificationthe Company. (b) Upon Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee's entitlement to indemnification shall be determined according to Section 8(c) of this Agreement. (c) On written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof8(b), a determination, if required by applicable lawlaw requires, with respect to Indemnitee’s 's entitlement thereto shall will be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (Bii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, requested by the Indemnitee in his or her sole discretion by an Independent Counsel in a written opinion to the Board, a copy of which shall will be delivered to Indemnitee; and, if . If it is so determined that Indemnitee is entitled to indemnificationindemnification hereunder, payment the Company will: (i) within 10 days after that determination pay to Indemnitee shall be made all amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination; and (ii) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Indemnitee shall will cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s 's entitlement to indemnificationindemnification under this Agreement, including providing to such person, persons or entity upon on reasonable advance request any documentation or information which is (i) not privileged or otherwise protected from disclosure and which is disclosure, (ii) reasonably available to Indemnitee and (iii) reasonably necessary to such that determination. Such determination shall be made as promptly as is reasonably practicable, taking into account The Company will bear all facts costs and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee incurs in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) In the event If an Independent Counsel is to make the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof8(c), the Independent Counsel shall will be selected as provided in this Section 9(c)8(d) provides. If a Change of Control shall has not have occurredoccurred within two years prior to the date of Indemnitee's written request for indemnification pursuant to Section 8(a), the Board will select the Independent Counsel shall be selected by the BoardCounsel, and the Company shall will give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurredhas occurred within two years prior to the date of that written request, Indemnitee will select the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request requests that such selection be made by the BoardBoard make the selection, in which event the preceding sentence shall will apply), and Indemnitee shall will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such the written notice of selection shall have has been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such the selection; provided, however, that any such objection may be asserted only on the ground that the Independent Counsel so selected does is not meet the requirements of “an "Independent Counsel” " as defined in Section 1 of this Agreement17 defines that term, and the objection shall must set forth with particularity the factual basis of such for that assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If any such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such that objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, If (i) an Independent Counsel is to make the determination of entitlement to indemnification pursuant to Section 8(c) and (ii) within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof8(a), no Independent Counsel shall have has been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have that has been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the petitioned court or by such other person as the petitioned court shall designatedesignates, and the person with respect to whom all objections are so resolved or the person so appointed shall will act as the Independent Counsel under Section 9(b) hereof8(c). The Company shall will pay any and all reasonable fees and Expenses of expenses the Independent Counsel incurred by such Independent Counsel incurs in connection with acting pursuant to Section 9(b) hereof8(c), and the Company shall will pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c)8(d) sets forth, regardless of the manner in which such the Independent Counsel was is selected or appointed. Upon If (i) the due commencement of Independent Counsel selected or appointed pursuant to this Section 8(d) does not make any determination respecting Indemnitee's entitlement to indemnification hereunder within 45 days after the Company receives a written request therefor and (ii) any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a) of this Agreementis then commenced, that Independent Counsel shall will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company secretary of the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Promptly upon receipt of such a request for indemnification, the secretary of the Corporation shall advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section paragraph 9(a) hereof), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: case as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii)); (ii) if a Change of Control shall not have occurred, (Ax) by the Board of Directors by a majority vote of the a quorum consisting of Disinterested Directors, even though less than or (y) if a quorum of the Board, or (B) if there are no such Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, if such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (iii) as provided in paragraph 10(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective regardless of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section paragraph 9(b) hereof), and no counsel shall have been designated previously by the Board of Directors or the Independent Counsel shall be selected as provided in this Section 9(c). If a so designated is unwilling or unable to serve, then, (i) if no Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board of Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence clause (i) of this paragraph 9(c) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it the Corporation of the identity of three potential independent counsels, of which the Board of Directors may select one counsel to act as Independent Counsel. The Board of Directors shall make such selection within seven days of the giving of such list of three potential independent counsels, and if not selected by the Board of Directors during said seven-day period, Indemnitee shall select the counsel among the three potential independent counsels to serve as the Independent Counsel so selectedCounsel. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) seven days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) twenty days after submission by Indemnitee of a written request for indemnification pursuant to Section paragraph 9(a) hereof), no Independent Counsel shall have been selected and not or, if selected, shall have been objected toto in accordance with this paragraph 9(c), either the Company Corporation or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section paragraph 9(b) hereof). The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting the performance of the Independent Counsel’s responsibilities pursuant to Section paragraph 9(b) hereof), and the Company Corporation shall pay all reasonable fees and Expenses incident to the implementation of the procedures of this Section paragraph 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreementsection 12, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in of Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) of this Section 8(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested DirectorsDirectors (as hereinafter defined), even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, or if such the Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee or (C) if so directed by the Disinterested Directors, or if there are no Disinterested Directors, the Board of Directors, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedtimely made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Indemnitee shall notify the Corporation in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Corporation shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Corporation hereunder shall not relieve the Corporation from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Corporation shall not constitute a waiver by Indemnitee shall submit to of any rights under this Agreement. The Secretary of the Company Corporation shall, promptly upon receipt of such a written request for indemnification and/or advancement of Expenses, advise the Board of Directors in writing that Indemnitee has made such a request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. (b) The Corporation shall be entitled to participate in the Proceeding at its own expense. (c) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement based on the applicable standard of conduct for indemnification thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided in Clause (ii) below) or (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors; or (B) if there are no such Disinterested Directors or, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (iiC) if by a Change committee of Control shall not have occurred, (A) Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board of Directors; or (BD) if there are no such so directed by said Disinterested Directors or, if such Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy stockholders of which shall be delivered to Indemniteethe Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, indemnification including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such Any Independent Counsel, member of the Board of Directors or stockholder of the Corporation shall act reasonably and in good faith in making a determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesunder this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b7(c) hereof, the Independent Counsel shall be selected as provided in this Section 9(c7(d). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a7(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b7(c) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b7(c) hereof, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c7(d), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii9(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (e) The Corporation shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Corporation has undertaken to defend provided that the Corporation (i) assumes full and sole responsibility for such settlement, (ii) the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability, (iii) the settlement does not impose any financial penalties or SEC bars on future service on the Indemnitee, and (iv) if the Indemnitee has sought indemnification for any other then existing Proceeding, the Corporation will not be insolvent or nearing insolvency upon consummation of the settlement.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Promptly upon receipt of such a request for indemnification, the Secretary of the Corporation shall advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: case as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii)); or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the a quorum consisting of Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, if such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses Expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective regardless of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereofof this Agreement, and no counsel shall have been designated previously by the Board of Directors or the Independent Counsel shall be selected as provided in this Section 9(c). If a so designated is unwilling or unable to serve, then, (i) if no Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board of Directors and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If ; (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “"Independent Counsel” " as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not or if selected, shall have been objected to, in accordance with this Section 8(c), either the Company Corporation or Indemnitee may petition any the courts of the State of New York or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting the performance of his responsibilities pursuant to Section 9(b8(b) hereof, and the Company Corporation shall pay all reasonable fees and Expenses incident to the implementation of the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) 12 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than 60 days after receipt by the Corporation of Indemnitee's written request for indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board and counsel for the Corporation in writing the Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case the determination shall be made in the manner provided below in clause (ii) or (iii); (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote even though less than a quorum consisting of Disinterested Directors (as hereinafter defined), (B) by a committee of such directors designated by majority vote of such directors, even though less than a quorum (B) if there are no such directors or if directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) by the stockholders of the Corporation; or (iiiii) if a Change as provided in Section 9(b) of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteethis Agreement; and, if it is so determined that Indemnitee is entitled to the indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “"Independent Counsel” " as defined in Section 1 15 of this Agreement, and the objection shall set forth with particularity particularly the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereofof this Agreement, no Independent Counsel shall have been selected and not or, if selected, shall have been objected to, in accordance with this Section 8(c), either the Company Corporation or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of or competent jurisdiction for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person as so appointed shall act as Independent Counsel under Section 9(b8(b) hereofof this Agreement. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereofof this Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, following final disposition of the applicable Proceeding, the Indemnitee shall submit to the Company in care of the Secretary of the Company a written requestrequest therefor, including therein or therewith along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: ; (i) by a majority voted of the Disinterested Directors (as hereinafter defined), even though less than a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum; or (iii) if a Change in Control shall have occurredthere are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(c), in a written opinion to the Board, a copy of which shall hall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred, (Aiv) by a majority vote the stockholders of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if Company. If it is so determined that the Indemnitee is entitled to indemnification, the Company shall make payment to the Indemnitee shall be made within ten (10) 10 days after such determination. The Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Such Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with respect to the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and indemnification to be made by Independent Counsel, as selected pursuant to Section 8(c), in a written opinion to the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromBoard. (c) In the event the determination of entitlement to the indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided provide in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to approved by the Company advising it of the identity of the (which approval shall not be unreasonably withheld, conditioned or delayed). If (i) an Independent Counsel so selected. In either event, Indemnitee or is to make the Company, as the case may be, may, within ten (10determination of entitlement pursuant to Section 8(b) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreementhereof, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, (ii) within thirty (30) 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected toselected, either the Company or the Indemnitee may petition any court the Court of competent jurisdiction for resolution Chancery of any objection which shall have been made by the Company or Indemnitee to the other’s selection State of Independent Counsel and/or Delaware for the appointment as Independent Counsel of a person Person selected by the such a court or by such other person Person as the such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof7(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors, in which case such determination shall be made by the person or persons provided for in clause (ii)(A), or in the manner provided for in clause (ii)(B), of this Section 7(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred, (A) by a majority vote of the all Disinterested DirectorsDirectors (as hereinafter defined), even though less than a quorum of the BoardBoard of Directors, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; and, and if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made in full within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination or otherwise in connection with Indemnitee’s request for indemnification shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 9(b7(b) hereof, the Independent Counsel shall be selected determined as provided in this Section 9(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence Board of Directors shall applyso select), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, within seven days after such written notice of selection shall have been given, may deliver to the other a written objection to such selection. If such objection to Independent Counsel selected by Indemnitee is made by the Company (or if such objection to Independent Counsel selected by the Board of Directors at the request of Indemnitee is made by Indemnitee), Indemnitee may select, and give the Company written notice of selection of, another Independent Counsel, in which event the Company may, within ten (10) seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such . Any objection hereunder to Independent Counsel may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If any such written objection is so objections are made and substantiatedunder this Section 7(c), the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a7(a) hereof, in a case in which Independent Counsel is required to act pursuant to Section 7(b), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b7(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel expenses (including reasonable attorneys’ fees and disbursements) incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, Indemnitee and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii9(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof6(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors, in which case such determination shall be made by the person or persons provided for in clause (ii)(A), or in the manner provided for in clause (ii)(B), of this Section 6(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred, (A) by a majority vote of the all Disinterested DirectorsDirectors (as hereinafter defined), even though less than a quorum of the BoardBoard of Directors, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; and, and if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made in full within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination or otherwise in connection with Indemnitee’s request for indemnification shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 9(b6(b) hereof, the Independent Counsel shall be selected determined as provided in this Section 9(c6(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence Board of Directors shall applyso select), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, within seven days after such written notice of selection shall have been given, may deliver to the other a written objection to such selection. If such objection to Independent Counsel selected by Indemnitee is made by the Company (or if such objection to Independent Counsel selected by the Board of Directors at the request of Indemnitee is made by Indemnitee), Indemnitee may select, and give the Company written notice of selection of, another Independent Counsel, in which event the Company may, within ten (10) seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such . Any objection hereunder to Independent Counsel may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If any such written objection is so objections are made and substantiatedunder this Section 6(c), the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a6(a) hereof, in a case in which Independent Counsel is required to act pursuant to Section 6(b), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b6(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel expenses (including reasonable attorneys’ fees and disbursements) incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, Indemnitee and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c6(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii8(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementWithin thirty (30) days after the actual receipt by Indemnitee of notice that she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available notice identifying the Proceeding. The omission by the Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, and is reasonably necessary (ii) under this Agreement only to determine whether and the extent the Company can establish that such omission to what extent Indemnitee is entitled notify resulted in actual prejudice to indemnificationthe Company. (b) Upon Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee's entitlement to indemnification shall be determined according to Section 8(c) of this Agreement. (c) On written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof8(b), a determination, if required by applicable lawlaw requires, with respect to Indemnitee’s entitlement thereto shall will be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (Bii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, requested by the Indemnitee in her sole discretion by an Independent Counsel in a written opinion to the Board, a copy of which shall will be delivered to Indemnitee; and, if . If it is so determined that Indemnitee is entitled to indemnificationindemnification hereunder, payment the Company will: (i) within 10 business days after that determination pay to Indemnitee shall be made all amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination; and (ii) thereafter on written request by Indemnitee, pay to Indemnitee within ten (10) 10 business days after that request such additional amounts theretofore incurred by or on behalf of Indemnitee in respect of which Indemnitee is entitled to that indemnification by reason of that determination. Indemnitee shall will cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnificationindemnification under this Agreement, including providing to such person, persons or entity upon on reasonable advance request any documentation or information which is (i) not privileged or otherwise protected from disclosure and which is disclosure, (ii) reasonably available to Indemnitee and (iii) reasonably necessary to such that determination. Such determination shall be made as promptly as is reasonably practicable, taking into account The Company will bear all facts costs and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee incurs in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) In the event If an Independent Counsel is to make the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof8(c), the Independent Counsel shall will be selected as provided in this Section 9(c)8(d) provides. If a Change of Control shall has not have occurred, the Board will select the Independent Counsel shall be selected by the BoardCounsel, and the Company shall will give written notice to Indemnitee advising him her of the identity of the Independent Counsel so selected. If a Change of Control shall have has occurred, Indemnitee will select the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request requests that such selection be made by the BoardBoard make the selection, in which event the preceding sentence shall will apply), and Indemnitee shall will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 business days after such the written notice of selection shall have has been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such the selection; provided, however, that any such objection may be asserted only on the ground that the Independent Counsel so selected does is not meet the requirements of an “Independent Counsel” as defined in Section 1 of this Agreement21 defines that term, and the objection shall must set forth with particularity the factual basis of such for that assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If any such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such that objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, If (i) an Independent Counsel is to make the determination of entitlement to indemnification pursuant to Section 8(c) and (ii) within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof8(a), no Independent Counsel shall have has been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have that has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the petitioned court or by such other person as the petitioned court shall designatedesignates, and the person with respect to whom all objections are so resolved or the person so appointed shall will act as the Independent Counsel under Section 9(b) hereof8(c). The Company shall will pay any and all reasonable and documented fees and Expenses of expenses the Independent Counsel incurred by such Independent Counsel incurs in connection with acting pursuant to Section 9(b) hereof8(c), and the Company shall will pay all reasonable and documented fees and Expenses expenses incident to the procedures of this Section 9(c)8(d) sets forth, regardless of the manner in which such the Independent Counsel was is selected or appointed. Upon If (i) the due commencement of Independent Counsel selected or appointed pursuant to this Section 8(d) does not make any determination respecting Indemnitee’s entitlement to indemnification hereunder within 45 days after the Company receives a written request therefor and (ii) any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a) of this Agreementis then commenced, that Independent Counsel shall will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The determination of Indemnitee's entitlement to indemnification shall be made not later than 90 days after receipt by the Company of the written request for indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for Indemnitee's entitlement to indemnification pursuant to the first sentence under any of Section 9(a) hereofSections 2, a determination3, if required by applicable law, with respect to Indemnitee’s entitlement thereto 4 and 5 of this Agreement shall be made determined in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy Board of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) Directors by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Board consisting of Disinterested Directors or, if such Disinterested Directors so direct, (as hereinafter defined); (ii) by Independent Counsel (as hereinafter defined), in a written opinion to if a quorum of the Board, a copy Board of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which Directors consisting of Disinterested Directors is not privileged obtainable or, even if obtainable, such quorum of Disinterested Directors so directs; or otherwise protected from disclosure and which (iii) by the stockholders of the Company. If, with regard to Section 5 of this Agreement, such a determination is reasonably available to Indemnitee and reasonably necessary to not permitted by law or if a quorum of Disinterested Directors so directs, such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective proper Court of the determination as State of Nevada or the court in which the Proceeding giving rise to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromclaim for indemnification is brought. (c) In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b6(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 9(c6(c). If a Change of Control shall not have occurred, the The Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after receipt of such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve shall be disqualified from acting as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without meritsuch. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a6(a) hereofof this Agreement, no Independent Counsel shall have been selected, or if selected and not shall have been objected to, in accordance with this Section 6(c), either the Company or Indemnitee may petition any court the Court of competent jurisdiction for resolution the State of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or Nevada for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b6(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereofthis Agreement, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c6(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; , or (ii) if a Change of Control shall not have occurred, (Ay) by a majority vote the shareholders of the Corporation, as determined by such quorum of Disinterested Directors, even though less than or a quorum of the Board, as the case may be; or (Biii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel as provided in a written opinion to the Board, a copy Section 10(b) of which shall be delivered to Indemnitee; and, if this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, may within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition any a court of competent jurisdiction for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, following final disposition of the applicable Proceeding, the Indemnitee shall submit to the Company in care of the Secretary of the Company a written requestrequest therefor, including therein or therewith along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification; provided, however, that no deficiency in any such request, documentation or information shall adversely affect the Indemnitee’s rights to indemnification or advancement of Expenses under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (ii) if a Change in Control shall have occurredquorum of the Board consisting Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(d), in a written opinion to the BoardBoard (which opinion may be a “should hold” or a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if . If it is so determined that the Indemnitee is entitled to indemnification, the Company shall make payment to the Indemnitee shall be made within ten (10) 10 days after such determination. The Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicableSubject to the provisions of Section 10 hereof, taking into account all facts and circumstances. Any reasonable any costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by the Indemnitee in so cooperating with the person, persons Person or entity Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) Company, and the Company hereby indemnifies and agrees to indemnify and hold the Indemnitee harmless therefrom. (c) Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may require a determination with respect to the Indemnitee’s entitlement to indemnification to be made by Independent Counsel, as selected pursuant to Section 8(d), in a written opinion to the Board (which opinion may be a “should hold” or a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee. (d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) or (c) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(d). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to approved by the Company advising it of the identity of the (which approval shall not be unreasonably withheld, conditioned or delayed). If (i) an Independent Counsel so selected. In either event, Indemnitee is to make the determination of entitlement pursuant to Section 8(b) or the Company, as the case may be, may, within ten (10c) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreementhereof, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, (ii) within thirty (30) 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected toselected, either the Company or the Indemnitee may petition any court the Court of competent jurisdiction for resolution Chancery of any objection which shall have been made by the Company or Indemnitee to the other’s selection State of Independent Counsel and/or Delaware for the appointment as Independent Counsel of a person Person selected by the such court or by such other person Person as the such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) or (c) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(d), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; , or (ii) if a Change of Control shall not have occurred, (Ay) by a majority vote the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, even though less than or a quorum of the Board, as the case may be; or (Biii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel as provided in a written opinion to the Board, a copy Section lO(b) of which shall be delivered to Indemnitee; and, if this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition any the Court of Chancery of the State of Delaware, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iiill(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under Sections 3 or 4 of this Agreement, Indemnitee shall submit a written request to the Company. The Secretary of the Company shall, promptly upon receipt of such a written requestrequest for indemnification, including therein or therewith such documentation and information as is reasonably available to advise the Board in writing that Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if the Indemnitee has been successful, on the merits or otherwise, in defense of the Proceeding at issue (including a Change decision in Control an action for which Indemnitee seeks indemnity under this Agreement), then Indemnitee shall be entitled to indemnification for Indemnifiable Amounts, and (ii) if there has been a final non-appealable decision on the merits (including a decision in an action for which Indemnitee seeks indemnity under this Agreement) by a court or other body in the Proceeding at issue or if, at the time of Indemnitee’s written request, there shall have occurredbeen no final non-appealable decision on the merits by a court or other body, including because the Proceeding at issue has been settled, then Indemnitee shall be entitled to indemnification, for Indemnifiable Amounts, provided that (a) where there has been a final non-appealable decision on the merits, the court or other body adjudicating the Proceeding at issue did not find Indemnitee liable by reason of Disabling Conduct and (b) with respect to the Proceeding at issue, a determination is made that indemnification is permissible under the circumstances because Indemnitee had not engaged in Disabling Conduct, by (1) the vote of a majority of the Independent Directors who are not parties to the Proceeding at issue, (2) Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardopinion, or (B3) if there are Company shareholders. Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct, except no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which presumption shall be delivered afforded in those cases where a Proceeding is terminated by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to Indemnitee; and, if judgment. (c) If it is so determined that Indemnitee is entitled to indemnificationindemnification under this Agreement, payment to Indemnitee shall be made within ten (10) 10 business days after such determination. Indemnitee shall cooperate with the person, persons or entity person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall must submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon proper written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereofby Indemnitee, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall to indemnification will promptly be made in the specific case: following manner: (i) if a Change in Control shall have has occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall will be delivered to Indemnitee; or or (ii) if a Change of Control shall has not have occurred, , (A) by the Board of Directors (or a duly authorized committee thereof) by a majority vote of the a quorum consisting of Disinterested Directors, even though less than or (B) if a quorum of the Board, or (B) if there are no such Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall will be delivered to Indemnitee; and, or (C) if so directed by a majority of the members of the Board of Directors, by the stockholders of the Company. (c) If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall will be made within ten (10) days after such determination. Indemnitee shall will cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity entity, upon reasonable advance request request, any documentation or information which that is not privileged or otherwise protected from disclosure disclosure, and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesin the discretion of the Board of Directors or Independent Counsel if retained pursuant to Section 9(b). Any reasonable costs or expenses (including reasonable attorneys’ fees Expenses actually and disbursements) actually reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall will be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies will indemnify and agrees to hold Indemnitee harmless therefrom. (cd) In If the event person or persons empowered or selected under Section 9(b) to determine whether Indemnitee is entitled to indemnification has/have not made a determination within thirty (30) days after receipt by the Company of a written request from Indemnitee for indemnification, the requisite determination of entitlement to indemnification is will be deemed to be have been made by Independent Counsel pursuant to Section 9(b) hereof, in favor of the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardIndemnitee, and the Company shall give written notice he will be entitled to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurredsuch indemnification, the Independent Counsel shall be selected absent (i) an intentional misstatement by Indemnitee (unless Indemnitee shall request that such selection be made by the Boardof a material fact, or an intentional omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in which event connection with the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it request for indemnification; or (ii) a prohibition of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selectionindemnification under applicable law; provided, however, that such objection 30-day period may be asserted only on extended for a reasonable time, not to exceed an additional fifteen (15) days, if the ground person or persons making such determination reasonably and in good faith requires such additional time to complete the obtaining or evaluation of documentation and/or information relating thereto. In the event that the determination as to entitlement to indemnification is made by Independent Counsel or the stockholders of the Company, the thirty (30)-day period shall not begin until the Independent Counsel so is selected does not meet or until a meeting of the requirements of “Independent Counsel” as defined in Section 1 of this Agreementstockholders has been held, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedprovided, however, the Independent Counsel so selected may not serve as Independent Counsel unless notice of any such meeting and until such objection is withdrawn or a court has determined that such objection is without merit. If, any necessary proxy statement must have been filed with the Securities and Exchange Commission within thirty (30) days after of the submission by the Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)indemnification.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification indemnification, including advancement of Expenses pursuant to Section 8, under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, unless such indemnification was ordered by a court of competent jurisdiction, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto thereto, including whether he has met the applicable standards of conduct set forth herein, if any, and whether Expenses and amounts paid in settlement were reasonable, shall be made in the each specific case: : (i) if a Change in Control shall have occurred, the determination shall be made by Independent Counsel Counsel, provided that the Indemnitee shall have the right to direct that such determination be made by the Board or the stockholders, in a written opinion to which case it shall so be made in the Board, a copy of which shall be delivered to Indemnitee; or manner provided in the following subparagraph (ii); (ii) if a Change of in Control shall not have occurred, the determination shall be made (A) by the Board by a majority vote of the a quorum consisting of Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such a quorum of Disinterested Directors or, if such is not obtainable by majority vote of a committee consisting solely of two or more Disinterested Directors so direct, duly appointed by Independent Counsel in a written opinion to the Board, a copy or (C) by Independent Counsel, or (D) by the stockholders of which shall the Company, but shares held by directors, officers, employees, or agents who are parties or threatened to be delivered made parties to Indemnitee; andthe Proceeding may not be voted, if or (E) by unanimous vote of all Disinterested Directors who are Independent Directors. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ attorney fees and disbursements) actually incurred by Indemnitee in so cooperating connection with the person, persons or entity making of such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. A determination by the Independent Counsel shall be expressed in written opinion to the Board, a copy of which shall be delivered to Indemnitee. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofCounsel, the Independent Counsel shall be selected as provided in this Section 9(c). If (i) by the Board by a Change majority vote of Control shall a quorum consisting of Disinterested Directors, or (ii) if a quorum of Disinterested Directors is not have occurred, the Independent Counsel shall be selected obtainable by majority vote of a committee consisting solely of two or more Disinterested Directors duly appointed by the Board, or (iii) if a quorum of the Board cannot be obtained under (i) and a committee cannot be designated under (ii), by the Board; The Company shall give written notice to advise the Indemnitee advising him in writing of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel expenses incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses otherwise incident to the procedures of this Section 9(c9. (d) In the designation of a committee pursuant to Sections 1(f)(ii)(y) or 9(b)(ii)(B) above, or in the selection of Independent Counsel pursuant to the provisions of Section 9(c)(iii), regardless of all directors on the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)Board may participate.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) under this Agreement, Indemnitee shall submit to the Company Chief Executive Officer (if Indemnitee is not then serving as the Chief Executive Officer) or Chief Financial Officer a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary or any Assistant Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: : (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided in Clause (ii) below), or (ii) if a Change of in Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as hereinafter defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if such obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; and, or (C) if so directed by said Disinterested Directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such Any Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesunder the Agreement of the Indemnitee's entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b6(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c6(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Superior Court of the State of California or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b6(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b6(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c6(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii8(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain Whenever Indemnitee believes that he is entitled to indemnification under pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the "Indemnification Request") to the Company to the attention of the President with a written request, including therein copy to the Secretary. This request shall include documentation or therewith such documentation information which is necessary for the determination of entitlement to indemnification and information as which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made no later than forty-five (45) days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board in writing that Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to has made such request for indemnification. (b) Upon written request by The Indemnification Request shall set forth Indemnitee's selection of which of the following forums shall determine whether Indemnitee for indemnification pursuant is entitled to indemnification: (i) A majority vote of Directors who are not parties to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, action with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directorsindemnification is sought, even though less than a quorum quorum. (ii) A written opinion of the Board, or an Independent Counsel (B) if provided there are no such Disinterested Directors or, as set forth in (1) above or if such Disinterested Directors as set forth in (1) above so direct). (iii) A majority vote of the stockholders at a meeting at which a quorum is present, with the shares owned by Independent Counsel in a written opinion the person to the Board, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is indemnified not being entitled to indemnification, payment vote thereon. (iv) The court in which the Proceeding is or was pending upon application by Indemnitee. The Company agrees to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request bear any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee all costs and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event in connection with the determination of Indemnitee's entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him any of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)above forums.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreementthe Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders in the manner provided for in clauses (ii) or (iii) or the Section 9(b)) in written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; , or (ii) if a Change of Control shall not have occurred, (Ay) by a majority vote the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, even though less than or a quorum of the Board, as the case may be; or (Biii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel as provided in a written opinion to Section 10(b) of the Board, a copy of which shall be delivered to Indemnitee; and, if Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne home by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board by a majority vote of a quorum consisting of Disinterested Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this the Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware, or any court in the Commonwealth of competent jurisdiction Massachusetts in which such petition would be cognizable, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses of Independent Counsel expenses incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthe Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this the Section 9(c), ) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iii1 l(a)(iii) of this the Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereofindemnification, a determination, if required by applicable law, determination with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: case as follows: (i) if a Change in Control shall have occurred, by Independent Counsel (as defined in Section 4(f) of this Agreement) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board, in which case the determination shall be made in the manner provided below in clause (ii)); or (ii) if a Change in Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of disinterested directors, or (B) if a quorum of the Board consisting of disinterested directors is not obtainable or, even if obtainable, such quorum of disinterested directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or . (iic) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten fifteen (1015) days after such determination. Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (cd) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of in Control shall not have occurred, the Board shall select any Independent Counsel shall be selected by the BoardCounsel, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, make a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either Either the Company or Indemnitee may petition any a court in the State of competent jurisdiction Maryland or Indemnitee may petition a court in the State of Maryland for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person Counsel. The party with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and be paid all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c4(d), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) 11 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (e) Notwithstanding the foregoing, the Indemnitee may, at any time after sixty (60) days after a claim for Indemnified Amounts has been filed with the Company (or upon receipt of written notice that a claim for Indemnified Amounts has been rejected, if earlier) and before three (3) years after a claim for Indemnified Amounts has been filed, petition a court of competent jurisdiction to determine whether the Indemnitee is entitled to indemnification under the provisions of this Agreement, and such court shall thereupon have the exclusive authority to make such determination unless and until such court dismisses or otherwise terminates such action without having made such determination. The court shall, as petitioned, make an independent determination of whether the Indemnitee is entitled to indemnification as provided under this Agreement, irrespective of any prior determination made by the Board of Directors or independent counsel. If the court shall determine that the Indemnitee is entitled to indemnification as to any claim, issue or matter involved in the Proceeding with respect to which there has been no prior determination pursuant to this Agreement or with respect to which there has been a prior determination that the Indemnitee was not entitled to indemnification hereunder, the Company shall pay all expenses (including attorneys' fees and disbursements) actually incurred by the Indemnitee in connection with such judicial determination.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. (b) . The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested DirectorsDirectors (as hereinafter defined), even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee or (C) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (107) days after such determination. The Company and the Indemnitee shall each cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) . In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court the Court of competent jurisdiction Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed, and if such Independent Counsel was selected or appointed by the Indemnitee or the Court, shall provide such Independent Counsel with such retainer as may requested by such counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders in the manner provided for in clauses (ii) or (iii) or this Section 9(b)) in written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; , or (ii) if a Change of Control shall not have occurred, (Ay) by a majority vote the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, even though less than or a quorum of the Board, as the case may be; or (Biii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel as provided in a written opinion to the Board, a copy Section 10(b) of which shall be delivered to Indemnitee; and, if this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board by a majority vote of a quorum consisting of Disinterested Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware, or any court in the Commonwealth of competent jurisdiction Massachusetts in which such petition would be cognizable, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses of Independent Counsel expenses incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c), ) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreementthe Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders in the manner provided for in clauses (ii) or (iii) or this Section 9(b)) in written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; , or (ii) if a Change of Control shall not have occurred, (Ay) by a majority vote the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, even though less than or a quorum of the Board, as the case may be; or (Biii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel as provided in a written opinion to Section 1O(b) of the Board, a copy of which shall be delivered to Indemnitee; and, if Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne home by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board by a majority vote of a quorum consisting of Disinterested Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this the Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware, or any court in the Commonwealth of competent jurisdiction Massachusetts in which such petition would be cognizable, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses of Independent Counsel expenses incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthe Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c), ) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iii11 (a)(iii) of this the Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board partnership, joint venture, trust, that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested DirectorsDirectors (as hereinafter defined), even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten seven (107) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, Board in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; providedPROVIDED, howeverHOWEVER, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court the Court of competent jurisdiction Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability. The Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by the Disinterested Directors shall direct Independent Counsel to make such determination in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the BoardBoard of Directors, or (B) by a committee of the Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, or (C) if there are no such Disinterested Directors or, if such the Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 20 days after such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, by Indemnitee shall cooperate in cooperating with the person, persons or entity making such the determination discussed in this Section 8(b) with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Delaware Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(a) hereof. The Company shall pay any and . (d) Indemnitee will be deemed a party to a Proceeding for all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel purposes hereof if Indemnitee is named as a defendant or respondent in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c)a complaint or petition for relief in that Proceeding, regardless of the manner whether Indemnitee is ever served with process or makes an appearance in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9(b) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee); or (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of the a quorum consisting of Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such a quorum of the Board consisting of Disinterested Directors oris not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directdirects, either (x) by Independent Counsel Counsel, selected by a majority vote of the Board at a meeting in which a quorum is present, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (y) by the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; and, if or (iii) as provided in Section 10(b) of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If , or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) seven days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 1(e) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition any the Court of Chancery of the State of Delaware, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, determination with respect to Indemnitee’s 's entitlement thereto shall be made in the specific such case: (i) (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a Change in Control shall have occurredquorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change as provided in Section 10(b) of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 30 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may beCorporation, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition any the Chancery Court of the State of Delaware, or other court of competent jurisdiction jurisdiction, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under Sections 3 or 4 of this Agreement, Indemnitee shall submit a written request to the Company a written requestCompany, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if Indemnitee has been successful, on the merits or otherwise, in defense of the Proceeding at issue (including a Change decision in Control shall have occurredan action for which Indemnitee seeks indemnity under this Agreement), by Independent Counsel in a written opinion to the Board, a copy of which then Indemnitee shall be delivered entitled to Indemnitee; or indemnification for Indemnifiable Amounts, and (ii) if there has been a Change final non-appealable decision on the merits (including a decision in an action for which Indemnitee seeks indemnity under this Agreement) by a court or other body in the Proceeding at issue or if, at the time of Control Indemnitee’s written request, there shall not have occurredbeen no final non-appealable decision on the merits by a court or other body, including because the Proceeding at issue has been settled, then Indemnitee shall be entitled to indemnification, for Indemnifiable Amounts, provided that (A) where there has been a final non-appealable decision on the merits, the court or other body adjudicating the Proceeding at issue did not find Indemnitee liable by reason of Disabling Conduct and (B) with respect to the Proceeding at issue, a determination is made that indemnification is permissible under the circumstances because Indemnitee had not engaged in Disabling Conduct in respect of the subject matter of the Proceeding, by (1) the vote of a majority vote of the Disinterested Independent Directors who are not parties to the Proceeding at issue if there are two or more such Independent Directors, even though less than (2) Independent Counsel selected pursuant to Section 13.1-701 in a quorum of the Boardwritten opinion, or (B3) if there are Company shareholders excluding any votes held by a Director who does not qualify as a disinterested director under the VSCA. Indemnitee shall be afforded a rebuttable presumption that Indemnitee has not engaged in Disabling Conduct, except no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which presumption shall be delivered afforded in those cases where a Proceeding is terminated by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to Indemnitee; and, if judgment. (c) If it is so determined that Indemnitee is entitled to indemnificationindemnification under this Agreement, payment to Indemnitee shall be made within ten (10) 10 business days after such determination. Indemnitee shall cooperate with the person, persons or entity person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable Reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person making such determination, in response to a request by such person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies shall indemnify and agrees to hold Indemnitee harmless therefrom. (cd) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all the reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereofCounsel, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or if one is appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under Section 2 and 3 of this Agreement, Indemnitee shall submit to the Company (Attn.: General Counsel) a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific caseas soon as possible: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided below in clause (ii)); or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the a quorum consisting of Disinterested DirectorsDirectors (as hereinafter defined), even though less than (B) if a quorum of the Board, or (B) if there are no such Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (C) by the stockholders of the Company and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons persons, or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such personpersons, persons persons, or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs cost or expenses (including reasonable attorneys’ attorney fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless the Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; providedPROVIDED, howeverHOWEVER, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 18(f) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), including, without limitation, those of Indemnitee, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii11(e) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as hereinafter defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the General Corporation Law of Delaware and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement: (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Promptly upon receipt of such a request for indemnification, the Secretary of the Corporation shall advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific casecase as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii)); or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the a quorum consisting of Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, if such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; andor (iii) if applicable, as provided in Section 9(b) of this Agreement. The Corporation will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including, if a determination is made that Indemnitee is not entitled to indemnification, a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective regardless of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 9(c). If a then, (i) if no Change of Control shall not have occurred, the Independent Counsel shall be selected by a majority vote of Disinterested Directors, or if there are no Disinterested Directors then by a majority vote of the BoardBoard of Directors, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If ; (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, (i) such notice selecting Independent counsel sent by the Indemnitee or the CompanyCorporation, as the case may bebe (the “Selecting Party”) to the Corporation or the Indemnitee, as the case may be (the “Other Party”), shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in this Agreement and that such counsel agrees to serve in such capacity and (ii) the Other Party may, within ten (10) 7 days after such written notice of selection shall have been givengiven by the Selecting Party, deliver to the Company or to Indemnitee, as the case may be, Selecting Party a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedtimely made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereofhereof in which determination of entitlement to such indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement, no Independent Counsel shall have been selected (or has been selected and not objected to), either the Company Corporation or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee Other Party to the otherSelecting Party’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting the performance of his responsibilities pursuant to Section 9(b8(b) hereof, and the Company Corporation shall pay all reasonable fees and Expenses incident to the implementation of the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) 12 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) under this Agreement, Indemnitee shall submit to the Company Chief Executive Officer (if Indemnitee is not then serving as the Chief Executive Officer) or Chief Financial Officer a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary or any Assistant Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a6(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: : (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; Indemnitee (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case the determination shall be made in the manner provided in Clause (ii) below), or (ii) if a Change of in Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as hereinafter defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if such obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; and, or (C) if so directed by said Disinterested Directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such .. Any Independent Counsel, member of the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in making a determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesunder the Agreement of the Indemnitee's entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b6(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c6(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Superior Court of the State of California or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b6(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b6(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c6(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii8(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and the settlement grants the Indemnitee a complete and unqualified release in respect of the potential liability.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification and payment of Expenses under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The omission to notify the Company will not relieve the Company from any liability that it may have to Indemnitee other than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors (or a duly authorized committee thereof) by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as herein defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; and, or (C) if so directed by a majority of the members of the Board of Directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstancesin the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 9. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies shall indemnify and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, following the final, non-appealable disposition of the applicable Proceeding, the Indemnitee shall submit to the Company in care of the Secretary of the Company a written requestrequest therefor, including therein or therewith along with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, determination with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum; (iii) if a Change in Control shall have occurredthere are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(c), in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; or (ii) if a Change of Control shall not have occurred, (Aiv) by a majority vote the stockholders of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if Company. If it is so determined that the Indemnitee is entitled to indemnification, the Company shall make payment to the Indemnitee shall be made within ten (10) 10 days after such determination. The Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to the Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the The Independent Counsel shall be selected by the BoardBoard (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising him the Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the (i) an Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by is to make the Board, in which event the preceding sentence shall apply)determination of entitlement pursuant to Section 8(b) hereof, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, (ii) within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected toselected, either the Company or the Indemnitee may petition any court the Court of competent jurisdiction for resolution Chancery of any objection which shall have been made by the Company or Indemnitee to the other’s selection State of Independent Counsel and/or Delaware for the appointment as Independent Counsel of a person Person selected by the such court or by such other person Person as the such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain When ------------------------------------------------------------- seeking indemnification under this AgreementAgreement (which shall not include in any case the right of Indemnitee to receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this Section 9), Indemnitee shall submit a written request for indemnification to the Company. Such request shall include documentation or information which is reasonably necessary for the Company to make a written request, including therein or therewith such documentation determination of Indemnitee's entitlement to indemnification hereunder and information as which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than 60 days after receipt by the Company of Indemnitee's written request for indemnification. The Secretary of the Company shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board that Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to has made such request for indemnification. (b) Upon written request by The entitlement of Indemnitee for to indemnification pursuant to the first sentence under this Agreement in respect of Section 9(a) hereofany pending, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto contemplated or threatened Proceeding shall be made determined in the specific case: case by (ia) the Board of Directors by a majority vote of a quorum consisting of those directors who were not party to such Proceeding, or (b) if such quorum is not obtainable, or if a Change in Control shall have occurredquorum of disinterested directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardopinion, or (Bc) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromstockholders. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofCounsel, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the such Independent Counsel shall be selected by the Board, Board and the Company shall give written notice to Indemnitee advising him approved by Indemnitee. Upon failure of the identity Board to so select such Independent Counsel or upon failure of Indemnitee to so approve of the Independent Counsel so selected. If a Change of Control shall have occurredchoice thereof, the such Independent Counsel shall be selected by a neutral third party mutually agreeable among the Board and the Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to make such selection; provided, however, that such objection may be asserted only on . (d) If the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so determination made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) is that Indemnitee is not entitled to indemnification to the full extent of Indemnitee's request, Indemnitee shall have the right to seek entitlement to indemnification in accordance with the procedures set forth in Section 10 hereof, and . (e) If the person or persons empowered pursuant to Section 9(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 60 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall pay be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all reasonable fees or any part of such indemnification is expressly prohibited by law. (f) The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, ---- ---------- of itself, adversely affect the rights of Indemnitee to indemnification hereunder, except as may be specifically provided herein, or create a presumption that Indemnitee did not act in good faith and Expenses incident in a manner which Indemnitee reasonably believed to be in or not opposed to the procedures best interests of the Company or create a presumption that (with respect to any criminal action or Proceeding) Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. (g) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if in taking an action Indemnitee relied on the records or books of account of the Company or an Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or an Affiliate. The Company shall have the burden of establishing the absence of good faith. The provisions of this Section 9(c)9(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (h) The knowledge and/or actions, regardless or failure to act, of any director, officer, agent or employee of the manner in which such Independent Counsel was selected Company or appointed. Upon an Affiliate shall not be imputed to Indemnitee for purposes of determining the due commencement of any judicial proceeding or arbitration pursuant right to Section 11(a)(iii) of indemnification under this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the shareholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as hereinafter defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee or (C) if directed by the Directors, by the shareholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant Pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 18 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: ; (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board or the shareholders, in which case the determination shall be made in the manner provided below in clause (ii) or (iii) of this Section 7(b)); (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) by the shareholders of the Corporation; or (iiiii) if a Change as provided in Section 8(b) of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteethis Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) ), and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 9(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give given written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or of the CompanyCorporation, as the case may be, may, may within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “"Independent Counsel” " as defined in Section 1 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a7(a) hereofof this Agreement, no Independent Counsel shall have been selected and not or, if selected, shall have been objected to, in accordance with this Section 7(c), either the Company Corporation or Indemnitee may petition any the Superior Court of the State of California or other court of competent jurisdiction for resolution for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b7(b) hereofof this Agreement. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b7(b) hereofof this Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii9(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders in the manner provided for in clauses (ii) or (iii) or this Section 9(b)) in written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; , or (ii) if a Change of Control shall not have occurred, (Ay) by a majority vote the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, even though less than or a quorum of the Board, as the case may be; or (Biii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel as provided in a written opinion to the Board, a copy Section 10(b) of which shall be delivered to Indemnitee; and, if this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board by a majority vote of a quorum consisting of Disinterested Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware, or any court in the State of competent jurisdiction New Jersey in which such petition would be cognizable, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses of Independent Counsel expenses incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c), ) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Boardboard of directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardboard of directors of the Company, or (B) by a committee of the Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, or (C) if there are no such Disinterested Directors or, if such the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Boardboard of directors of the Company, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee shall cooperate in cooperating with the person, persons or entity making such the determination discussed in this Section 8(b) with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the Boardboard of directors of the Company, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Boardboard of directors of the Company, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Delaware Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(a) hereof. The Company shall pay any and . (d) Indemnitee will be deemed a party to a Proceeding for all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel purposes hereof if Indemnitee is named as a defendant or respondent in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c)a complaint or petition for relief in that Proceeding, regardless of the manner whether Indemnitee is ever served with process or makes an appearance in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)that Proceeding.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders in the manner provided for in clauses (ii) or (hi) or this Section 9(b)) in written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; , or (ii) if a Change of Control shall not have occurred, (Ay) by a majority vote the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, even though less than or a quorum of the Board, as the case may be; or (Biii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel as provided in a written opinion to the Board, a copy Section 10(b) of which shall be delivered to Indemnitee; and, if this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, Board by a majority vote of a quorum consisting of Disinterested Directors and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If ; or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware, or any court in the Commonwealth of competent jurisdiction Massachusetts in which such petition would be cognizable, for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses of Independent Counsel expenses incurred by such Independent Counsel in connection with acting its actions pursuant to Section 9(b) hereofthis Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c), ) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by a majority vote of the Disinterested Directors (as hereinafter defined) or by the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, Directors even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromthere from. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b8(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b8(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b8(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a7(a) hereof, a determination, if required (but only to the extent required) by applicable lawlaw as a precondition to payment, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii)); or (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of the Disinterested DirectorsDirectors (as hereinafter defined), even though if less than a quorum of the Boardquorum, or (B) if there are no such by a committee of Disinterested Directors ordesignated by a majority vote of Disinterested Directors, even if such less than a quorum, or (C) if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee or (D) by the stockholders of the Company; or (iii) as provided in Section 8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ attorney's fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 9(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, < 3 > and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a7(a) hereof, no Independent Counsel shall have been selected and not or if selected, shall have been objected to, in accordance with this Section 7(c), either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b7(b) hereof. The Company shall pay reasonable fees and expenses of Independent Counsel incurred in connection with its acting in such capacity pursuant to Section 7(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii9(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a7(a) hereofabove, a determination, if required by applicable law, determination with respect to Indemnitee’s entitlement thereto shall be made (unless made by a court) in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 7(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the a quorum consisting of Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if such obtainable, by majority vote of a committee duly designated by the Board of Directors (in which non-Disinterested Directors so direct, may participate) consisting solely of two or more Disinterested Directors; or (C) by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; andIndemnitee or (D) by the stockholders of the Corporation by a majority vote of a quorum consisting of shareholders who were not parties to such Proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such Proceeding; or (iii) as provided in Section 8(b) of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity Entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity Entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity Entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to indemnify and hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof7(b), the Independent Counsel shall be selected as provided in this Section 9(c)7(c) and such determination shall be made in accordance with the standards set forth in Section 8 below. If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors in the manner prescribed in Subsections 7(b)(ii)(A) or (ii)(B), or if a quorum of the Directors cannot be obtained for Subsections 7(b)(ii)(A) and the committee cannot be designated under Subsections 7(b)(ii)(B), selected by a majority vote of the Board of Directors (in which non-Disinterested Directors may participate), and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement1(g), and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof7(a), no the parties cannot resolve any objections to the selected Independent Counsel shall have been selected and not objected toor mutually agree on another Independent Counsel, either the Company Corporation or Indemnitee may petition any the Circuit Court of Palm Beach County, Florida or other court of competent jurisdiction having jurisdiction over Palm Beach County, Florida for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof7(b). The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof7(b), and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement10(a)(iii), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (unless Indemnitee shall request that such determination be made by the Board or the Stockholders, in which case the determination shall be made in the manner provided below in clauses (ii) or (iii)); (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee or (C) by the Stockholders of the Company; or (iiiii) if a Change as provided in Section 8(b) of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteethis Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 9(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a7(a) hereof, no Independent Counsel shall have been selected and not or if selected, shall have been objected to, in accordance with this Section 7(c), either the Company or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel independent counsel and/or for the appointment as Independent Counsel independent counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b7(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).to

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case such determination shall be made by the person or persons or in the manner provided for in clause (ii) or (iii) of this Section 7(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as hereinafter defined), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee, or (C) by the, stockholders of the Company; or (iii) as provided in Section 8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b7(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” ," as defined in Section 1 16 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court Court of competent jurisdiction has determined that such objection is without merit. If, within thirty (30) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a7(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any the Ontario Court (General Division) or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b7(b) hereof. The Company shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b7(b) hereof, and the Company shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii9(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case the determination shall be made in the manner provided below in clause (ii) or (iii) of this Section 7(b)); or (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of the Disinterested DirectorsDirectors (as hereinafter defined), even though less than a quorum of the Boardquorum, or (B) if there are no such Disinterested Directors orexist, or even if Disinterested Directors exist, if a majority of such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) by the stockholders of the Corporation; or (iii) as provided in Section 8(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company Corporation hereby indemnifies and agrees to hold harmless Indemnitee harmless therefrom. (c) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b7(b) hereofof this Agreement, the Independent Counsel shall be selected as provided in this Section 9(c7(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by a majority of the BoardDisinterested Directors, and the Company Corporation shall give written notice to Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “Independent Counsel” as defined in Section 1 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty twenty (3020) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a7(a) hereofof this Agreement, no Independent Counsel shall have been selected and not or, if selected, shall have been objected to, in accordance with this Section 7(c), either the Company Corporation or Indemnitee may petition any the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate, and the person with respect to whom all objections are so an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 9(b7(b) hereofof this Agreement. The Company Corporation shall pay any and all reasonable fees and Expenses of Independent Counsel expenses incurred by such Independent Counsel in connection with acting pursuant to Section 9(b7(b) hereofof this Agreement, and the Company Corporation shall pay all reasonable fees and Expenses expenses incident to the procedures of this Section 9(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii9(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of Control (as defined in Control Section 2) shall have occurred, by Independent Counsel (as defined in Section 2) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the BoardDisinterested Directors (as defined in Section 2), or (B) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee or (C) by the stockholders of the Corporation; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 20 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).such

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this AgreementArticle VI, Indemnitee an indemnitee shall submit to the Company Secretary of the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee the indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee the indemnitee is entitled to indemnification (the “Supporting Documentation”). The determination of the indemnitee’s entitlement to indemnification shall be made not later than sixty (60) days after receipt by the Corporation of the written request for indemnification together with the Supporting Documentation. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the indemnitee has requested indemnification, whereupon the Corporation shall provide such indemnification, including without limitation advancement of expenses, so long as the indemnitee is legally entitled thereto in accordance with applicable law. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to IndemniteeThe indemnitee’s entitlement thereto to indemnification under this Article VI shall be made determined in one of the specific casefollowing ways: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum of the Board of Directors; (ii) by a committee of such Disinterested Directors, even though less than a quorum of the Board, Board of Directors; (iii) by a written opinion of Independent Counsel (as hereinafter defined) if (x) a Change in Control (as hereinafter defined) shall have occurred and the indemnitee so requests or (By) if there are no such a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, a majority of such Disinterested Directors so directdirects; (iv) by the stockholders of the Corporation (but only if a majority of the Disinterested Directors, by Independent Counsel in if they constitute a written opinion quorum of the Board of Directors, presents the issue of entitlement to indemnification to the Board, a copy stockholders for their determination); or (v) as provided in Section 5(a) of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromthis Article VI. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(bparagraph (b) hereofabove, a majority of the Disinterested Directors shall select the Independent Counsel, but only an Independent Counsel shall be selected as provided in this Section 9(c). If to which the indemnitee does not reasonably object; provided, however, that if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the indemnitee shall select such Independent Counsel, but only an Independent Counsel shall to which the Board of Directors does not reasonably object. (d) The only basis upon which a finding that indemnification may not be selected by Indemnitee (unless Indemnitee shall request made is that such selection be made indemnification is prohibited by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten law. (10e) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company Corporation shall pay all reasonable fees and Expenses incident to the procedures costs associated with its determination of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)indemnitee’s eligibility for indemnification.

Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Agreementindemnification, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case: case as follows: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 9(b)) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of in Control shall not have occurred, at the discretion of the Board of Directors (Aa) by the Board of Directors by a majority vote of the a quorum consisting of Disinterested DirectorsDirectors (as hereinafter defined), even though less than or (b) if a quorum of the Board, or (B) if there are no such Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to IndemniteeIndemnitee or (c) by the stockholders of the Corporation; or (iii) as provided in Section 10(b); and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof), the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company Corporation shall give written notice to Indemnitee advising him him/her of the identity of the Independent Counsel so selected. If a Change of in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten seven (107) days after such written notice of selection shall have been given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " (as defined in Section 1 of this Agreement, hereinafter defined) and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company Corporation shall pay any and all reasonable fees and Expenses expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a1) To obtain indemnification under this AgreementAgreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Company Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b2) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case in the manner provided for in clauses (ii) or (iii) of this Section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee); (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; , or (ii) if a Change of Control shall not have occurred, (Ay) by a majority vote the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, even though less than or a quorum of the Board, as the case may be; or (Biii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel as provided in a written opinion to the Board, a copy Section 10(b) of which shall be delivered to Indemnitee; and, if this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Such determination shall be made as promptly as is reasonably practicable, taking into account all facts and circumstances. Any reasonable costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c3) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereofIf required, the Independent Counsel shall be selected as provided in this Section 9(c). If follows: (i) if a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If selected or (ii) if a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence (i) shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition any court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).case