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

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Company; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment The stockholders of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to a. When seeking indemnification pursuant to under this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any Such request for indemnification shall include sufficient documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee's entitlement to indemnification hereunder and which is reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety (90) 30 days after receipt by the Company’s Company of Indemnitee's written request for indemnification. The Secretary of the Company shall, promptly upon receipt of Indemnitee’s written 's request for such indemnification, provided advise the Board that any Indemnitee has made such request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceedingindemnification. (b) b. The Company entitlement of Indemnitee to indemnification under this Agreement shall be entitled to select determined in each specific case by the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that Board by a majority vote of a quorum consisting of Disinterested Directors. If such a quorum is not obtainable or if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of Board by the following: (i) a majority vote of Disinterested Directors (as hereinafter defined)so directs, even though less than a quorum; (ii) Independent Legal Counsel, whose the determination shall be made in a written opinion; orby Independent Counsel. (iii) a panel c. In the event the determination of three (3) arbitratorsentitlement is to be made by Independent Counsel, one such Independent Counsel shall be selected by the CompanyBoard and approved by Indemnitee. Upon failure of the Board to so select such Independent Counsel or upon failure of Indemnitee to so approve, another by Indemnitee and the third such Independent Counsel shall be selected by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment Court of Chancery of the first arbitrator, then selection State of additional arbitrators Delaware or such other person as the Court of Chancery shall be made by designate to make such selection. d. If the American Arbitration Association. If any arbitrator resigns Board or Independent Counsel shall have determined that Indemnitee is unable not entitled to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant indemnification to the commercial arbitration rules full extent of Indemnitee's request, Indemnitee shall have the American Arbitration Association now right to seek entitlement to indemnification in effectaccordance with the procedures set forth in Section 10 hereof.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever the Indemnitee believes that Indemnitee the Indemnity is entitled to indemnification pursuant to under this Agreement, the Indemnitee shall submit a written request to the Corporation for indemnification to the Companyattention of the corporate secretary. Any The request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee which is necessary for the determination of entitlement to indemnificationindemnification and which is reasonably available to Indemnitee. In any event, the Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five one (51) years year after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer secretary of the Corporation shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) Upon written request for indemnification made pursuant to Section 5(a) of this Agreement, a determination shall be made by the Corporation with respect to the Indemnitee’s entitlement thereto as follows: (i) If a Change of Control shall not have occurred prior to such request. Determination determination, the Corporation, at its sole discretion, shall require such determination to be made by any one of the following: (A) the Board of Directors by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board of Directors; (B) a committee of the Board of Directors consisting solely of Disinterested Directors designated to serve on such committee by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board of Directors; or (C) Independent Legal Counsel, if there are no Disinterested Directors or the Disinterested Directors so direct. (ii) If a Change of Control shall have occurred prior to such determination, such determination shall be made by the Independent Legal Counsel unless the Indemnitee shall request that the determination be made by the Board of Directors or the board of directors of the surviving corporation (in the event the Corporation is not the surviving corporation as a result of such Change of Control). (c) The determination of Indemnitee’s entitlement to indemnification under Section 5(b) hereof shall be made not no later than ninety sixty (9060) days after the Company’s receipt of Indemnitee’s the written request for such indemnificationprovided pursuant to Section 5(a) hereof, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, . If it is determined that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum , payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate reasonably with the person or persons making such determination with respect to Indemnitee’s entitlement to indemnification, including without limitation, providing to such person or persons upon reasonable advance request any one documentation or information that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including, without limitation, attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the following:determination as to Indemnitee’s entitlement to indemnification), and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (id) If the determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 5(b) of this Agreement, the Independent Counsel shall be selected as provided in this Section 5(d) hereof. If a majority vote Change of Disinterested Directors Control shall not have occurred, the Independent Legal Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him or her of the identity of the Independent Legal Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (as hereinafter definedunless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), even though less than and Indemnitee shall given written notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee of the Corporation, as the case may be, may within seven (7) days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a quorum; written objection to such selection. Such objection may be asserted only on the ground that the Independent Legal Counsel so selected does not meet the requirement of “Independent Legal Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (ii20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 5(a) of this Agreement, no Independent Legal Counsel shall have been selected or, if selected, shall have been objected to, in accordance with this Section 5(d), either the Corporation or Indemnitee may petition a court under the terms of Section 18(h) of this Agreement for resolution for resolution of any objection that shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Legal Counsel or for the appointment by the court of as Independent Legal Counsel, whose determination and the person with respect to whom an objection is favorably resolved or the person so appointed by the court shall act as Independent Legal Counsel under Section 5(b) of this Agreement. The Corporation shall pay any and all reasonable fees and expenses of Independent Legal Counsel incurred by such Independent Legal Counsel in connection with acting pursuant to Section 5(b) of this Agreement, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 5(d), regardless of the manner in which such Independent Legal Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 7 of this Agreement, Independent Legal Counsel shall be made in a written opinion; or (iii) a panel discharged and relieved of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve further responsibility in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant (subject to the commercial arbitration rules applicable standards of the American Arbitration Association now in effectprofessional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification or advancement of expenses pursuant to this Agreement, Indemnitee shall submit a written request for indemnification or such advances to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnificationsupport his claim. In any event, Indemnitee shall submit Indemnitee’s such claim for indemnification within a reasonable time, time not to exceed five three months (5or after request by the Corporation in order to assist the Corporation in filing a claim) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date latest event for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise If a determination is required by the Board of Directors in writing Corporation that Indemnitee has made is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, the Corporation shall be deemed to have approved the request. Determination Any indemnification or advance of Indemnitee’s entitlement expenses which is due and payable to indemnification Indemnitee shall be made not later than ninety promptly and in any event within thirty (9030) days after the Company’s receipt of Indemnitee’s written request for determination that Indemnitee is entitled to such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceedingamounts. (b) The Company If a determination regarding indemnification is required, the Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to 's request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) The stockholders of the Corporation; (ii) A majority vote of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); or (iii) A majority vote of a Committee of Disinterested Directors designated by a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum;); or (iiiv) Independent Legal CounselIf there are no Disinterested Directors, whose determination shall be made or if the Disinterested Directors so direct, by independent legal counsel in a written opinion; or (iii) . If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court of the State of Delaware. In all instances, the reviewing party shall be bound by a panel of three (3) arbitrators, one selected rebuttable presumption created by the Company, another filing of the written request by Indemnitee that (i) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment best interests of the first arbitratorCorporation, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or and that Indemnitee had no reason to believe his conduct was unlawful, and (ii) Indemnitee is unable entitled to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectindemnification.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Corporate Secretary or other appropriate officer of the Corporation shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination; otherwise, the Corporation shall pay the Liabilities on behalf of Indemnitee if and when Indemnitee becomes legally obligated to make payment. (b) The Company Corporation shall be entitled to select the forum in decision-making authority by which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is has been a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum decision-making authority shall be any one of the following: (i) a majority vote of the Disinterested Directors (as hereinafter defined), by majority vote thereof, even though less than a quorum; (ii) a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; or (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever To obtain indemnification under this Agreement, Indemnitee believes that 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 pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests such indemnification. The Secretary or other appropriate officer shallof the Company will, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such requested indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select person, persons or entity (the forum in which Indemnitee’s entitlement to indemnification “Reviewing Party”) who will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall indemnification in the first instance will be any one of the following: (i) the Board, acting by a majority vote of Disinterested Directors (as hereinafter defined), even though less than whether or not such majority constitutes a quorum; quorum of the Board, (ii) Independent Legal Counsela committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, whose determination shall be made in whether or not such majority constitutes a written opinion; or quorum, (iii) if a panel majority vote of three Disinterested Directors so orders, a written opinion of Independent Counsel (3as hereinafter defined) arbitratorsor (iv) if there are no Disinterested Directors, one selected by or if Indemnitee so directs in writing at the Companytime a request for indemnification is made, another a written opinion of Independent Counsel. Promptly after making the determination the Reviewing Party will render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee should be permitted to be indemnified under this Agreement. If the Reviewing Party determines that Indemnitee is entitled to indemnification, the Company will make payment within ten days after such determination. Indemnitee must cooperate with the Reviewing Party with respect to Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. The Company will pay all reasonable costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Reviewing Party (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the third by Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) If the first two arbitrators; Disinterested Directors or if for any reason three (3) arbitrators are not selected within thirty (30) Indemnitee directs that an Independent Counsel be appointed, the Board will select the Independent Counsel, and promptly following such selection the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Within ten days after such written notice of selection has been given, Indemnitee may deliver to the Company a written objection to such selection; provided 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 18, and the objection must set forth with particularity the factual basis for such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If such written objection is so 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 45 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) that directs the Board to appoint an Independent Counsel no Independent Counsel has been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for the appointment of such person or entity as Independent Counsel as the first arbitratorcourt may designate, then selection of additional arbitrators shall be made and the person with respect to whom all objections are so resolved or the person so appointed by the American Arbitration Associationcourt will then act as Independent Counsel under this Agreement. If Upon the due commencement of any arbitrator resigns judicial proceeding or is unable arbitration pursuant to serve Section 10(a), the Independent Counsel will be discharged and relieved of any further responsibility in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant (subject to the commercial arbitration rules applicable standards of the American Arbitration Association now in effectprofessional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination; otherwise, the Company shall pay the Liabilities on behalf of the Indemnitee if and when the Indemnitee becomes legally obligated to make payment. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel the stockholders of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, time (not to exceed five six (56) years months) after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination or other disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The President or Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum method in which Indemnitee’s entitlement to indemnification will be hearddetermined (to the extent obtainable under the circumstances); provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) or a panel of three arbitrators shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: following three methods (if such method is obtainable under the circumstances): (i) a majority vote of a quorum of the Board of Directors consisting entirely of Disinterested Directors (as hereinafter defined), even though less than if such a quorum; quorum is obtainable; (ii) Independent Legal Counsel, whose determination shall be made in a written opinion. Independent Legal Counsel shall be selected based on the guidelines set forth in section 16(f) herein; or provided, however that if, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 5 hereof, unless the Corporation has advised the Indemnitee in writing prior to that date that a determination of the Indemnitee’s rights hereunder will be made on the basis contemplated under this Agreement pursuant to either of Sections 5(b)(i) (if this is an available method) or 5(b)(iii) herein, an Independent Legal Counsel shall not have been selected and agreed upon by the parties, either the Corporation or Indemnitee may petition any court of competent jurisdiction in the State of California for resolution of any objection that shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal 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 Legal Counsel under section 5(b)(ii) hereof.; or (iii) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. (c) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof to overcome that presumption. (d) 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 that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Indemnitee and any Independent Legal Counsel, member of the Board of Directors or arbitrator shall act reasonably and in good faith in making a determination under the Agreement of Indemnitee’s entitlement to indemnification. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment stockholders of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s such claim for indemnification within a reasonable time, time not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The President or the Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s his or her written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) a The stockholders of the Corporation, who shall make the determination by majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorumor written consent; (ii) Independent Legal CounselThe Disinterested Directors, whose or if designated by a majority of such Disinterested Directors, a committee of the Board of Directors consisting entirely of Disinterested Directors, who shall make the determination shall be made in a by majority vote or written opinionconsent; or (iii) If there are no Disinterested Directors, by Independent Legal Counsel, who shall make the determination in a panel of three (3) arbitratorswritten opinion. If Indemnitee fails to make such designation, one his or her claim shall be heard in a forum selected by the CompanyCorporation in accordance with the DGCL, another or shall be determined by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment an appropriate court of the first arbitrator, then selection State of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectDelaware.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall may submit Indemnitee’s claim claim(s) for indemnification within a reasonable time, from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion not to exceed five (5) years after the date of any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, equivalent or other disposition or partial disposition of any Proceeding or any other event that could enable the Company to determine Indemnitee’s entitlement to indemnification or final determinationdetermination (a “Disposition”), whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made as soon as is reasonably practicable (but in any event not later than ninety thirty (9030) days days) after the later of (i) the Company’s receipt of Indemnitee’s written request for such indemnificationindemnification or (ii) the selection of Independent Legal Counsel, if any, pursuant to Section 6(b) hereof; provided that any request for indemnification for Liabilities, other than amounts paid in settlement, Liabilities shall have been be made after a determination Disposition thereof in a Proceeding. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. If the person or persons so empowered to make a determination shall have failed to make the requested determination within such 30-day period after any Disposition, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have been made absent a prohibition of such indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation or information relating thereto. (b) The Company shall be entitled to select the forum in method by which Indemnitee’s entitlement to indemnification will be hearddetermined; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum , which determination shall be any made in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. Indemnitee’s entitlement to indemnification shall be determined by one of the followingfollowing methods which shall be at the election of the Board of Directors: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; or (iii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) opinion to the Board of Directors, a panel copy of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators which shall be made by the American Arbitration Association. If any arbitrator resigns or is unable delivered to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectIndemnitee.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination; otherwise, the Corporation shall pay the Liabilities on behalf of Indemnitee if and when Indemnitee becomes legally obligated to make payment. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of 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) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment stockholders of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the CompanyCompany to the attention of the President. Any This request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee which is necessary for the determination of entitlement to indemnificationindemnification and which is reasonably available to Indemnitee. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer President shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such requestrequest for indemnification. Determination of Indemnitee’s entitlement to indemnification shall be made not no later than ninety (90) 60 days after the Company’s receipt of Indemnitee’s written request for such indemnificationthe Indemnification Request, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) 5.2 The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in of Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The Company shall notify Indemnitee in writing as to the forum selected, which selection shall be any one of the following: (ia) a A majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum;. (iib) A written opinion of Independent Legal Counsel, whose determination a copy of which shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by furnished to the Company, another the Indemnitee and each member of the Board of Directors. (c) A majority vote of the stockholders of the Company at a meeting at which a quorum is present, with the shares owned by the person to be indemnified not being entitled to vote thereon. (d) The court in which the Proceeding is or was pending upon application by Indemnitee. The Company agrees to bear any and all Expenses incurred by Indemnitee and or the third by Company in connection with the first two arbitrators; or if for determination of Indemnitee’s entitlement to indemnification in any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) 7.1 Whenever Indemnitee believes that Indemnitee he is entitled to indemnification pursuant to this AgreementAgreement (other than pursuant to Section 4 above), Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his claim for indemnification within a reasonable time, time not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere contendre or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The Secretary president or the secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s receipt of Indemnitee’s the written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have . If no determination has been made after a determination thereof in a Proceedingsuch 60-day period, the Company shall be deemed to have approved the request. (b) 7.2 The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 7.1 above. The forum shall be any one of the following: (i) a majority vote 7.2.1 The stockholders of the Company; 7.2.2 A quorum of the Board of Directors consisting of Disinterested Directors (as hereinafter defined), even though less than a quorum;Directors; or (ii) 7.2.3 Independent Legal Counsel, whose who shall make the determination shall be made in a written opinion; or. (iii) 7.3 Upon making a panel of three (3) arbitratorsrequest for indemnification, one selected by the Company, another by Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the third by Company shall have the first two arbitrators; or if for burden of proof to overcome that presumption in reaching any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacementcontrary determination. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendre or its equivalent shall not affect this presumption or, except as provided in Section 2 or 5 hereof, establish a presumption with regard to any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder. 7.4 The Company agrees to pay the reasonable fees and expenses of Independent Legal Counsel should such counsel be conducted retained to make a determination of Indemnitee’s entitlement to indemnification pursuant to Section 7 of this Agreement, and to fully indemnify such counsel or by any of them arising out of or relating to this Agreement or their engagement pursuant hereto, except with respect to expenses and losses resulting from the commercial arbitration rules negligence or willful misconduct of the American Arbitration Association now in effectsuch counsel.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall may submit Indemnitee’s claim claim(s) for indemnification within a reasonable time, from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion not to exceed five (5) years after the date of any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, equivalent or other disposition or partial disposition of any Proceeding or any other event that could enable the Company and the Partnership to determine Indemnitee’s entitlement to indemnification or final determinationdetermination (a “Disposition”), whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made as soon as is reasonably practicable (but in any event not later than ninety thirty (9030) days days) after the later of (i) the Company’s receipt of Indemnitee’s written request for such indemnificationindemnification or (ii) the selection of Independent Legal Counsel, if any, pursuant to Section 5(b) hereof; provided that any request for indemnification for Liabilities, other than amounts paid in settlement, Liabilities shall have been be made after a determination Disposition thereof in a Proceeding. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. If the person or persons so empowered to make a determination shall have failed to make the requested determination within such 30-day period after any Disposition, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have been made absent a prohibition of such indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation or information relating thereto. (b) The Company shall be entitled to select the forum in method by which Indemnitee’s entitlement to indemnification will be hearddetermined; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum , which determination shall be any made in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. Indemnitee’s entitlement to indemnification shall be determined by one of the followingfollowing methods which shall be at the election of the Board of Directors: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; or (iii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) opinion to the Board of Directors, a panel copy of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators which shall be made by the American Arbitration Association. If any arbitrator resigns or is unable delivered to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectIndemnitee.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his or her claim for indemnification within a reasonable time, time (not to exceed five (5years) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The President or the Secretary or other appropriate officer of Corporation shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such a request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s his or her written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 5(a). The This forum shall be any one of the following: (i) a majority The stockholders of Corporation (with shares beneficially owned by Indemnitee not entitled to vote of Disinterested Directors (as hereinafter definedthereon), even though less than a quorum; (ii) A quorum of the Board of Directors consisting solely of Disinterested Directors, provided such a quorum is attainable; (iii) Independent Legal Counsel, whose who shall make the determination shall be made in a written opinion; or (iiiiv) a A panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if arbitrators selected. If for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s his or her replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. If Indemnitee fails to make such designation, his or her claim shall be determined by the forum selected by Corporation. Corporation shall pay all of the expenses reasonably incurred by Indemnitee, including the reasonable fees and expenses of an Independent Counsel, if any, in connection with his or her request for indemnification under this Agreement, regardless of the manner in which such Independent Counsel, if any was selected or appointed.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever To obtain indemnification hereunder, following a Final Adjudication of the applicable Claim, Indemnitee believes that shall submit to the Company a written request therefor, along with such documentation and information as is reasonably available to Indemnitee and reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification pursuant to this Agreementhereunder; provided, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient however, that no deficiency in any such request, documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit adversely affect Indemnitee’s claim for rights to indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance or Advancement of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnificationExpenses hereunder. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors and the Reviewing Party in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such requested indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled Upon a written request by Indemnitee pursuant to select the forum in which first sentence of Section 4(a) hereof, a determination, if required by the laws of the State of Delaware, with respect to Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum thereto shall be any one of made by the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) Reviewing Party. If the Reviewing Party is Independent Legal Counsel, whose such determination shall be made in a written opinion; or opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is determined that Indemnitee is entitled to indemnification hereunder, the Company shall make payment to Indemnitee as soon as practicable but in any event no later than 60 days after receiving Indemnitee’s written request for indemnification. Indemnitee shall cooperate with the Reviewing Party with respect to Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure by court order or other similar legal requirement and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs and expenses (iiiincluding attorneys’ fees and disbursements) a panel of three (3) arbitrators, one selected reasonably incurred by Indemnitee in so cooperating with the Reviewing Party making such determination shall be borne by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable Company hereby agrees to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectindemnify and hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification and, if so entitled, full payment of Indemnitee’s claim for indemnification shall be made not later than ninety thirty (9030) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; or (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever To obtain indemnification hereunder, following a Final Adjudication of the applicable Claim, Indemnitee believes that shall submit to the Company a written request therefor, along with such documentation and information as is reasonably available to Indemnitee and reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification pursuant to this Agreementhereunder; provided, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient however, that no deficiency in any such request, documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit adversely affect Indemnitee’s claim for rights to indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance or Advancement of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnificationExpenses hereunder. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors and the Reviewing Party in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to requested indemnification shall be made (or, if the Company does not later than ninety (90) days after at that time have a Secretary, the Company’s Board shall, promptly upon receipt of Indemnitee’s written such a request for such indemnification, provided that any advise the Reviewing Party in writing of such request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceedingindemnification). (b) The Company shall be entitled Upon a written request by Indemnitee pursuant to select the forum in which first sentence of Section 4(a) hereof, a determination, if required by the laws of the State of Delaware, with respect to Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum thereto shall be any one of made by the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) Reviewing Party. If the Reviewing Party is Independent Legal Counsel, whose such determination shall be made in a written opinion; or opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is determined that Indemnitee is entitled to indemnification hereunder, the Company shall make payment to Indemnitee as soon as practicable but in any event no later than 60 days after receiving Indemnitee’s written request for indemnification. Indemnitee shall cooperate with the Reviewing Party with respect to Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure by court order or other similar legal requirement and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs and expenses (iiiincluding attorneys’ fees and disbursements) a panel of three (3) arbitrators, one selected reasonably incurred by Indemnitee in so cooperating with the Reviewing Party making such determination shall be borne by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable Company hereby agrees to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectindemnify and hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety thirty (9030) days after the Company’s Corporation's receipt of Indemnitee’s his written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s 's entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s his replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever When seeking indemnification under this Agreement (which shall not include in any case the right of Indemnitee believes that Indemnitee is entitled to indemnification receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this AgreementSection 9), Indemnitee shall submit a written request for indemnification to the Company. Any Such request for indemnification shall include sufficient documentation or information that is reasonably necessary for the Company to make a determination of Indemnitee's entitlement to indemnification hereunder and that is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than 90 days after receipt by the Company of Indemnitee's written request for indemnification. The Company shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board that Indemnitee has made such request for indemnification. (b) The entitlement of Indemnitee to indemnification under this Agreement shall be determined in the specific case by a majority vote of a quorum of the Board consisting of Disinterested Directors. If such a quorum is not obtainable or the Board, by the majority vote of Disinterested Directors, directs, the determination shall be made by Independent Counsel in a written opinion. (c) In the event the determination of entitlement is to indemnificationbe made by Independent Counsel, such Independent Counsel shall be selected by the Board and approved by Indemnitee. In any eventUpon failure of the Board to so select such Independent Counsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected by the American Arbitration Association or such other person as such Association shall designate to make such selection. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company. (d) 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 90 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall submit Indemnitee’s claim be absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for indemnification within or (ii) a reasonable time, not to exceed five final judicial determination that all or any part of such indemnification is expressly prohibited by law. (5e) years after The termination of any Proceeding by judgment, order, settlement, dismissal, arbitration award, settlement or conviction, acceptance of 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 final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing create a presumption that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made did not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid act in settlement, shall have been made after a determination thereof good faith and in a Proceedingmanner that Indemnitee reasonably believed to be in or not opposed to the 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. (bf) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if in taking such 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, petroleum engineer 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(f) shall not be entitled deemed to select be exclusive or to limit in any way the forum other circumstances in which Indemnitee’s entitlement the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (g) The knowledge and/or actions, for failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectunder this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of MULTI-FINELINE ELECTRONIX, INC. INDEMNIFICATION AGREEMENT Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Company; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. The Corporation's obligation to comply with such request for indemnification is subject to the condition that the matter of the Indemnitee's entitlement to such indemnification under applicable law has been heard before a forum referred to in Section 5(b) below and such forum shall not have determined that the Indemnitee did not meet the required standard of conduct under applicable law; provided, however, that such condition shall not be applicable (and no such hearing or determination shall be required) (i) where indemnification is mandatory under applicable law, (ii) with respect to any request for indemnification by an Indemnitee under Section 3(b) or (iii) in any case in which such determination is, by the express terms of this Agreement (including but not limited to Section 4 hereof), deemed to have been made or is otherwise not required to be made under this Agreement, and in each such case payment of indemnification to which an Indemnitee is entitled under this Agreement shall be made within thirty (30) days after such request is received by the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five one (51) years year after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Corporation shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s Corporation's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) . The Company Indemnitee shall be entitled to select the forum in which the Indemnitee’s 's entitlement to indemnification will be heard; provided, howeverwhich selection shall be included in the written request for indemnification referred to in Section 5(a), except that if there is a Change in Control the Indemnitee may not choose to have the stockholders of the CompanyCorporation make such determination without the consent of the Board of Directors. Subject to the foregoing, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The the forum shall be any one of the following: : the stockholders of the Corporation (i) with such approval being sufficient if it is given by stockholders holding a majority of the shares present at a meeting of the stockholders at which a quorum is present); a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) ; Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) or a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s 's replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. Payment of indemnification for Liabilities and Expenses as to which Indemnitee is entitled determined pursuant to Section 5 or deemed determined pursuant to Section 4 shall be made as promptly as practicable after such determination or deemed determination and in any event within thirty (30) days thereafter.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. SIRF TECHNOLOGY HOLDINGS, INC. INDEMNIFICATION AGREEMENT If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. If, at the time of receipt of any such request for indemnification, the Corporation has director and officer insurance policies in effect, the Corporation will promptly notify the relevant insurers and take such other actions as necessary or appropriate to secure coverage of Indemnitee for such claim in accordance with the procedures and requirements of such policies. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination; otherwise, the Corporation shall pay the Liabilities on behalf of the Indemnitee if and when the Indemnitee becomes legally obligated to make payment. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment stockholders of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the shareholders of the Corporation by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of shareholders as provided in the Corporation’s Bylaws, with the shares owned by Indemnitee not being entitled to vote thereon; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than constituting a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; The court in which such proceeding is or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be was pending upon application made by the American Arbitration Association. If any arbitrator resigns Corporation or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is unable to serve in such capacity for any reason, opposed by the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select . If it is so determined that the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of , and Indemnitee has already paid the following: (i) a majority vote of Disinterested Directors (as hereinafter defined)Liabilities, even though less than a quorum; (ii) Independent Legal Counsel, whose determination reimbursement to the Indemnitee shall be made in a written opinion; or within ten (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (3010) days after such determination; otherwise, the appointment Company shall pay the Liabilities on behalf of the first arbitrator, then selection of additional arbitrators shall be made by Indemnitee if and when the American Arbitration Association. If any arbitrator resigns or is unable Indemnitee becomes legally obligated to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectmake payment.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes The parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to Indemnification under this Agreement (provided, however, in the event the procedures for determination of entitlement to indemnification pursuant as currently set forth in the GBCC are amended to create any material inconsistency between such procedures in the GBCC and the procedures set forth below, the procedures set forth below shall also be deemed to be amended in the same manner to the extent necessary to remove the inconsistency without any further action on the part of the Company or Indemnitee): (a) To obtain Indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification to the Company. Any request for indemnification shall include sufficient request, including therein or therewith such documentation or and information as is reasonably available to Indemnitee for the determination of entitlement and is reasonably necessary to indemnification. In any event, determine whether and to what extent Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not is entitled to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnificationIndemnification. The Corporate Secretary of the Company (or other appropriate officer in the absence of the Corporate Secretary, the Chief Financial Officer of the Company) shall, promptly upon receipt of a claim for Indemnification from the Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such requestrequested Indemnification. Determination Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for Indemnification hereunder shall be borne by the Company. Subject to Section 10(c)(viii), 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 shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a ProceedingIndemnification. (b) The Company shall not indemnify Indemnitee under Section 1(a) unless a determination has been made for a specific Proceeding that indemnification of Indemnitee is permissible because Indemnitee has met the standards set forth in Chapter 2, Article 8, Part 5 of the GBCC. Upon written request by the Indemnitee for Indemnification, the entitlement of Indemnitee to Indemnification pursuant to the terms of this Agreement shall be entitled determined by the following person or persons, who shall be empowered to select make such determination: (i) If there are two or more Disinterested Directors, by the forum Board of Directors by a majority vote of all the Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote; (ii) By special legal counsel (A) selected in the manner prescribed in paragraph (i) of this subsection; or (B) if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate); or (iii) If consented to by Indemnitee’s entitlement , by the shareholders, but the shares beneficially owned by or voted under the control of the officers and directors who are at the time parties to indemnification will the Proceeding may not be heardvoted on the determination; provided, however, that if there is following a Change in Control of Control, with respect to all matters thereafter arising out of acts, omissions or events prior to the Change of Control, upon the request of Indemnitee, any determination concerning the rights of Indemnitee to seek Indemnification under this Agreement shall be made by Independent Counsel. Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee is entitled to Indemnification under this Agreement and applicable law and shall render a written opinion to the Company and to Indemnitee to such effect. The Company agrees to be bound by, and not contest, appeal or seek reconsideration of, such opinion of Independent Counsel. The Company further agrees to pay the reasonable fees and expenses of Independent Counsel within twenty (20) days after Independent Counsel’s statement for professional services rendered is submitted to the Company, and to fully indemnify Independent Legal Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Section 6 or its engagement pursuant hereto. (as hereinafter definedc) shall If the person, persons or entity empowered or selected under Section 6(b) to determine whether Indemnitee is entitled to indemnification. The forum Indemnification shall be any one of the following: (i) not have made a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after receipt by the appointment Company of the first arbitratorrequest therefor, then selection the requisite determination of additional arbitrators entitlement to Indemnification shall be deemed to have been made and Indemnitee shall be entitled to such Indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to Indemnification in good faith requires such additional time for the obtaining or evaluating documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(c) shall not apply if the Indemnitee consents to determination of entitlement to indemnification by the American Arbitration Associationshareholders pursuant to Section 6(b)(iii) of this Agreement. (d) Indemnitee shall reasonably 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 such 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. If any arbitrator resigns Any Independent Counsel, members of the Board of Directors, or is unable shareholders of the Company shall act reasonably and in good faith in making a determination under the Agreement of Indemnitee’s entitlement to serve Indemnification. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration determination shall be conducted pursuant to borne by the commercial arbitration rules Company (irrespective of the American Arbitration Association now in effectdetermination as to Indemnitee’s entitlement to Indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The Corporate Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the CompanyCompany to the attention of the President with a copy to the General Counsel. Any This request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee which is necessary for the determination of entitlement to indemnificationindemnification and which is reasonably available to Indemnitee. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The Secretary President or other appropriate officer the General Counsel shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such requestrequest for indemnification. Determination of Indemnitee’s entitlement to indemnification shall be made not no later than ninety (90) 60 days after the Company’s receipt of Indemnitee’s written request for such indemnificationthe Indemnification Request, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) 5.2 The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The Company shall notify Indemnitee in writing as to the forum selected, which selection shall be any one of the following: (ia) a A majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum;. (iib) A written opinion of Independent Legal Counsel, whose determination a copy of which shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by furnished to the Company, another the Indemnitee and each member of the Board of Directors. (c) A majority vote of the stockholders of the Company at a meeting at which a quorum is present, with the shares owned by the person to be indemnified not being entitled to vote thereon. (d) The court in which the Proceeding is or was pending upon application by Indemnitee. The Company agrees to bear any and all Expenses incurred by Indemnitee and or the third by Company in connection with the first two arbitrators; or if for determination of Indemnitee’s entitlement to indemnification in any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. Notwithstanding anything to the contrary contained herein, the procedures set forth in this Section 5 shall not apply to any request by Indemnitee for the advance of expenses, and shall not in any way prejudice Indemnitee’s right to such advancement as set forth in Section 3 hereof. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever the Indemnitee believes that the Indemnitee is entitled to indemnification pursuant to this Agreement, the Indemnitee shall submit a written request for indemnification or Expense advancement to the CompanyCorporation, together with an Advancement Undertaking, if required pursuant to Section 3 of this Agreement (collectively, as applicable, a “Claim for Indemnification”). Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, The Indemnitee shall submit Indemnitee’s claim his or her Claim for indemnification Indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which the Indemnitee requests indemnification. The Secretary or other appropriate officer of the Corporation shall, promptly upon receipt of the Indemnitee’s request Claim for indemnificationIndemnification, advise the Board of Directors in writing that the Indemnitee has made such request. Determination of the Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request the Claim for such Indemnification. If it is so determined that the Indemnitee is entitled to indemnification, provided that any request for indemnification for Liabilitiesand the Indemnitee has already paid Eligible Penalties and Expenses, other than amounts paid in settlementreimbursement to the Indemnitee shall be made within ten (10) days after such determination; otherwise, the Corporation shall have been made after a determination thereof in a Proceedingpay the Eligible Penalties and Expenses on behalf of the Indemnitee if and when the Indemnitee becomes legally obligated to make payment. (b) The Company Corporation shall be entitled to select the forum in which the Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control (as hereinafter defined) of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether the Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three the Shareholders (3as hereinafter defined) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to When seeking indemnification pursuant to under this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any Such request for indemnification shall include sufficient documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee’s entitlement to indemnification hereunder and which is reasonably available to Indemnitee for the determination Indemnitee. Determination of Indemnitee’s entitlement to indemnification. In any eventindemnification shall be made promptly, Indemnitee shall submit but in no event later than 30 days after receipt by the Company of Indemnitee’s claim written request for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company entitlement of Indemnitee to indemnification under this Agreement shall be entitled to select determined in the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) specific case by a majority vote of the Disinterested Directors (as hereinafter defined)whether or not constituting a quorum of the Board, even though less than a quorum; (ii) Independent Legal Counselunless the Board, whose by the majority vote of Disinterested Directors, directs that the determination shall be made in a written opinion; orby Independent Counsel. (iiic) a panel In the event the determination of three (3) arbitratorsentitlement is to be made by Independent Counsel, one such Independent Counsel shall be selected by the CompanyBoard and approved by Indemnitee. Upon failure of the Board to so select such Independent Counsel or upon failure of Indemnitee to so approve, another such Independent Counsel shall be selected by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to make such selection. (d) If the Board or Independent Counsel shall have determined 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 8 hereof. (e) If the person or persons empowered pursuant to Section 7(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 90 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall 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 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 in a manner which Indemnitee reasonably believed to be in or not opposed to the third 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 Indemnitee’s action is based on the records or books of account of the Company or any Affiliate, including financial statements, or on information supplied to Indemnitee by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment officers of the first arbitratorCompany or an Affiliate in the course of their duties, then selection or on the advice of additional arbitrators shall be 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 American Arbitration Association. If any arbitrator resigns Company or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacementan Affiliate. The arbitration provisions of this Section 7(g) shall not be conducted pursuant deemed to be exclusive or to limit in any way the commercial arbitration rules 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, or failure to act, of any director, officer, agent or employee of the American Arbitration Association now in effectCompany or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety (90) days after the Company’s Corporation's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. Notwithstanding anything to the contrary contained herein, the procedures set forth in this Section 5 shall not apply to any request by the Indemnitee for the advance of expenses, and shall not in any way prejudice Indemnitee's right to such advancement as set forth in Section 3 hereof. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s 's entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s 's replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to To obtain indemnification pursuant to under this Agreement, Indemnitee shall submit to the Company a written request request, including therein or therewith such documentation and information which is reasonably necessary for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information such determination and which is reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in writing Section 9(b) that Indemnitee has made such requestrequest for indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Sections 4, 5, 6, 7 or 8 the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Company. Determination Such determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) 60 calendar days after receipt by the Company’s receipt Company of Indemnitee’s a written request for such indemnification, provided . If it is determined that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum , payment to Indemnitee shall be any one made within ten (10) days after such determination. If the person making such determination shall determine that Indemnitee is entitled to indemnification as to part (but not all) of the following: (i) a majority vote application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues or matters at issue at the time of Disinterested Directors (as hereinafter defined)the determination. Indemnitee shall cooperate with the person, even though less than a quorum; (ii) 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. Any Independent Legal Counsel, whose member of the Board, or stockholder of the Company shall act reasonably and in good faith in making a determination under the Agreement of the Indemnitee's entitlement to indemnification. Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be made in a written opinion; orborne by the Company to the extent allowed by applicable law (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (iiic) a panel If the determination of three (3entitlement is made by Independent Counsel pursuant to Section 9(b) arbitratorshereof, one the Independent Counsel shall be selected by the CompanyBoard. If, another by Indemnitee and the third by the first two arbitrators; or if for any reason three within twenty (3) arbitrators are not selected within thirty (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 approved, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Company shall pay, to the appointment extent permitted by law, 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 first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns manner in which such Independent Counsel was selected or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectappointed.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever the Indemnitee believes that the Indemnitee is entitled to indemnification pursuant to under this Agreement, the Indemnitee shall submit a written request to the Corporation for indemnification to the Companyattention of the corporate secretary. Any The request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee which is necessary for the determination of entitlement to indemnificationindemnification and which is reasonably available to the Indemnitee. In any event, the Indemnitee shall submit the Indemnitee’s claim for indemnification within a reasonable time, not to exceed five one (51) years year after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which the Indemnitee requests indemnification. The Secretary or other appropriate officer secretary of the Corporation shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. (b) Upon written request for indemnification made pursuant to Section 5(a) of this Agreement, a determination shall be made by the Corporation with respect to the Indemnitee’s entitlement thereto as follows: (i) If a Change of Control shall not have occurred prior to such request. Determination determination, the Corporation, at its sole discretion, shall require such determination to be made by any one of the following: (A) the Board of Directors by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board of Directors; (B) a committee of the Board of Directors consisting solely of Disinterested Directors designated to serve on such committee by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board of Directors; or (C) Independent Legal Counsel, if there are no Disinterested Directors or the Disinterested Directors so direct. (ii) If a Change of Control shall have occurred prior to such determination, such determination shall be made by the Independent Legal Counsel unless the Indemnitee shall request that the determination be made by the Board of Directors or the board of directors of the surviving corporation (in the event the Corporation is not the surviving corporation as a result of such Change of Control). (c) The determination of the Indemnitee’s entitlement to indemnification under Section 5(b) hereof shall be made not no later than ninety sixty (9060) days after the Company’s receipt of Indemnitee’s the written request for such indemnification, provided pursuant to Section 5(a) hereof; provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select . If it is determined that the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. The forum Indemnitee shall cooperate reasonably with the person or persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including without limitation, providing to such person or persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses (including, without limitation, attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be any one borne by the Corporation (irrespective of the following:determination as to the Indemnitee’s entitlement to indemnification), and the Corporation hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (id) If the determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 5(b) of this Agreement, the Independent Counsel shall be selected as provided in this Section 5(d) hereof. If a majority vote Change of Disinterested Directors Control shall not have occurred, the Independent Legal Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to the Indemnitee advising him of the identity of the Independent Legal Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (as hereinafter definedunless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), even though less than and the Indemnitee shall given written notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, the Indemnitee or the Corporation, as the case may be, may within seven (7) days after such written notice of selection shall have been given, deliver to the Corporation or to the Indemnitee, as the case may be, a quorum; written objection to such selection. Such objection may be asserted only on the ground that the Independent Legal Counsel so selected does not meet the requirement of “Independent Legal Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (ii20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 5(a) of this Agreement, no Independent Legal Counsel shall have been selected or, if selected, shall have been objected to, in accordance with this Section 5(d), either the Corporation or the Indemnitee may petition a court under the terms of Section 18(h) of this Agreement for resolution for resolution of any objection that shall have been made by the Corporation or the Indemnitee to the other’s selection of Independent Legal Counsel or for the appointment by the court of as Independent Legal Counsel, whose determination and the person with respect to whom an objection is favorably resolved or the person so appointed by the court shall act as the Independent Legal Counsel under Section 5(b) of this Agreement. The Corporation shall pay any and all reasonable fees and expenses of Independent Legal Counsel incurred by such Independent Legal Counsel in connection with acting pursuant to Section 5(b) of this Agreement, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 5(d), regardless of the manner in which such Independent Legal Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 7 of this Agreement, the Independent Legal Counsel shall be made in a written opinion; or (iii) a panel discharged and relieved of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve further responsibility in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant (subject to the commercial arbitration rules applicable standards of the American Arbitration Association now in effectprofessional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to When seeking indemnification under this Agreement (including, but not limited to, the advancement of expenses pursuant to this AgreementSection 9 hereof and contribution by the Company), Indemnitee shall submit a written request for indemnification to the Company. Any Such request for indemnification shall include sufficient documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee’s entitlement to indemnification hereunder and which is reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company entitlement of Indemnitee to indemnification under this Agreement in respect of any pending, contemplated or threatened Proceeding shall be entitled to select determined in the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any specific case by one of the following: following three methods, which shall be at the election of the Board of Directors (i) the Board of Directors by a majority vote of the Disinterested Directors, whether or not they constitute a quorum of the Board of Directors, or (ii) by a committee of Disinterested Directors (as hereinafter defined)designated by a majority vote of such directors, even though less than a quorum;, or (iii) if there are no such Disinterested Directors or if a quorum of Disinterested Directors so directs, by Independent Legal Counsel in a written opinion delivered to the Board of Directors and Indemnitee, subject to review by the full Board in the event Indemnitee is dissatisfied with such opinion, the said review and decision to be completed within sixty (60) days after Independent Legal Counsel furnishes his or her opinion. (iic) In the event the determination of entitlement is to be made by Independent Legal Counsel, whose determination such Independent Legal Counsel shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected retained by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected Board within thirty (30) days after notice of any civil, administrative or criminal action, claim or Proceeding for which indemnification pursuant to this Agreement is requested is submitted for consideration by Indemnitee. (d) If the appointment determination made pursuant to Section 10(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 11 hereof. (e) If the person or persons empowered pursuant to Section 10(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within sixty (60) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall, to the extent not in violation of applicable law, be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (i) fraud or misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all 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 by applicable law. (g) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if in taking such action Indemnitee relied on the records or books of account of the first arbitratorCompany, then selection of additional arbitrators shall be made an Affiliate or a Joint Venture Company, including financial statements, or on information supplied to Indemnitee by the American Arbitration Association. If any arbitrator resigns officers of the Company, an Affiliate or is unable a Joint Venture Company in the course of their duties, or on the advice of legal counsel for the Company, an Affiliate or a Joint Venture Company, or on information or records given or reports made to serve in such capacity for any reasonthe Company, an Affiliate or a Joint Venture Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the American Arbitration Association shall select such arbitrator’s replacementCompany, an Affiliate or a Joint Venture Company. The arbitration Company shall have the burden of establishing the absence of good faith by clear and convincing evidence. The provisions of this Section 10(g) shall not be conducted pursuant deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (h) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company, an Affiliate or a Joint Venture Company shall not, to the commercial arbitration rules extent not in violation of applicable law, be imputed to Indemnitee for purposes of determining the American Arbitration Association now in effectright to indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s receipt of Indemnitee’s written request for such indemnification. If it is so determined that Indemnitee is entitled to indemnification, provided that any request for indemnification for and Indemnitee has already paid the Liabilities, other than amounts paid in settlementreimbursement to Indemnitee shall be made within ten (10) days after such determination; otherwise, the Company shall have been made after a determination thereof in a Proceedingpay the Liabilities on behalf of Indemnitee if and when Indemnitee becomes legally obligated to make payment. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum;; or (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. ATHEROS COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to To obtain indemnification pursuant to under this Agreement, Indemnitee shall submit to the Company a written request for indemnification to the Company. Any request for indemnification shall include sufficient request, including therein or therewith such documentation or and information as is reasonably available to Indemnitee for the determination of entitlement and is reasonably necessary to indemnification. In any event, determine whether and to what extent Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not is entitled to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors of the Company (the “Board”) in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such requested indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled Upon written request by Indemnitee for indemnification pursuant to select the forum in which first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum thereto shall be any one of made in the following: specific case by (iA) a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum; quorum of the Board, or (iiB) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Legal CounselCounsel in a written opinion to the Board, whose determination a copy of which shall be delivered to Indemnitee, or (C) if contracting an Independent Counsel is impracticable or undesirable and if so directed by the Board, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after such determination. The Company and the appointment 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. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the first arbitratordetermination as to Indemnitee’s entitlement to indemnification), then selection and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of additional arbitrators shall entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the American Arbitration AssociationIndependent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising [him][her] of the identity of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company 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 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 the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any arbitrator resigns objection which shall have been made by the Indemnitee to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court or is unable by such other person as the Delaware Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(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 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding pursuant to Section 10(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 reasonamount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the American Arbitration Association Company has consented to such settlement, which consent shall select such arbitrator’s replacement. The arbitration shall not be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectunreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety thirty (9030) days after the Company’s Corporation's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s 's entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) a majority vote of a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; (iv) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s 's replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to When seeking indemnification pursuant to under this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any Company in the manner contemplated by Section 7 hereof; which request for indemnification shall include sufficient documentation or information which is reasonably necessary for the Company to make a good faith determination of Indemnitee’s entitlement to indemnification hereunder and which is reasonably available to Indemnitee for the Indemnitee. Such determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) 30 days after receipt by the Company’s receipt Company of the Indemnitee’s written request for such indemnification. The Secretary of the Company shall, provided that any promptly upon receipt of Indemnitee’s request for indemnification advise the Board that Indemnitee has made such request for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceedingindemnification. (b) The Company entitlement of the Indemnitee to indemnification under this Agreement shall be entitled to select determined in the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) specific case by a majority vote of a quorum of the Board consisting of Disinterested Directors (as hereinafter defined). If such a quorum is not obtainable or if such majority vote of Disinterested Directors so directs, even though less than a quorum; (ii) Independent Legal Counsel, whose the determination shall be made by Independent Counsel (as defined below). All fees and expenses of the Independent Counsel incurred in a written opinion; orconnection with acting pursuant to this Agreement shall be borne by the Company. (iiic) a panel In the event the determination of three (3) arbitratorsentitlement is to be made by Independent Counsel, one such Independent Counsel shall be selected by the CompanyBoard and approved by Indemnitee. Upon failure of the Board to so select such Independent Counsel or upon failure of Indemnitee to so approve, another by Indemnitee and the third such Independent Counsel shall be selected by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment Chancellor of the first arbitrator, then selection State of additional arbitrators Delaware or such other person as the Chancellor shall be made by the American Arbitration Association. designate to make such selection. (d) If any arbitrator resigns such majority of Disinterested Directors or Independent Counsel shall have determined that Indemnitee is unable not entitled to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant indemnification to the commercial arbitration rules full extent of Indemnitee’s request, Indemnitee shall have the American Arbitration Association now right to seek a determination as to his or her entitlement to indemnification in effectaccordance with the procedures set forth in Section 9 hereof.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. If, at the time of receipt of any such request for indemnification, the Corporation has director and officer insurance policies in effect, the Corporation will promptly notify the relevant insurers and take such other actions as necessary or appropriate to secure coverage of Indemnittee for such claim in accordance with the procedures and requirements of such policies. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination; otherwise, the Corporation shall pay the Liabilities on behalf of the Indemnitee if and when the Indemnitee becomes legally obligated to make payment. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment stockholders of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Company; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) MEDICINOVA, INC. INDEMNIFICATION AGREEMENT arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) 5.1 Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the CompanyCompany to the attention of the President with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee which is necessary for the determination of entitlement to indemnificationindemnification and which is reasonably available to Indemnitee. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The President or the Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such requestrequest for indemnification. Determination of Indemnitee’s entitlement to indemnification shall be made not no later than ninety (90) 60 days after the Company’s receipt of Indemnitee’s written request for such indemnificationthe Indemnification Request, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) 5.2 The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The Company shall notify Indemnitee in writing as to the forum selected, which selection shall be any one of the following: (ia) a A majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum;. (iib) A written opinion of Independent Legal Counsel, whose determination a copy of which shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by furnished to the Company, another the Indemnitee and each member of the Board of Directors. (c) A majority vote of the stockholders of the Company at a meeting at which a quorum is present, with the shares owned by the person to be indemnified not being entitled to vote thereon. (d) The court in which the Proceeding is or was pending upon application by Indemnitee. The Company agrees to bear any and all Expenses incurred by Indemnitee and or the third by Company in connection with the first two arbitrators; or if for determination of Indemnitee’s entitlement to indemnification in any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectabove forums.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include reasonably sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his claim for indemnification within a reasonable time, with respect to any Proceeding for which Indemnitee requests indemnification not to exceed five (5) years later than three months after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationdetermination in connection with such Proceeding, whichever is the later date for which Indemnitee requests indemnificationto occur. The Secretary president, secretary, general counsel or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification for Expenses and for Liabilities not previously reimbursed shall be made not later than ninety (90) 30 days after the Company’s 's receipt of Indemnitee’s his written request for such indemnification, provided that any request for . Payment of Expenses and Liabilities entitled to indemnification for Liabilities, other than amounts paid in settlement, shall have been be made within 10 days after a determination thereof in a Proceedingsuch determination. (b) The Company shall be entitled to select the forum in which Determination of Indemnitee’s 's entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the followingmade: (i) by the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), even though less than a quorum;Directors; or (ii) Independent Legal Counselif such a quorum cannot be obtained, whose determination shall be made by majority vote of a committee duly designated by the Board of Directors of the Company (in a written opinionwhich designation directors who are parties to the Proceeding may participate), consisting solely of two or more Disinterested Directors; or (iii) if such a panel quorum cannot be obtained and such a committee cannot be designated, if the Board of three (3) arbitratorsDirectors of the Company otherwise elects, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitratorCorporation has been dissolved or liquidated, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectIndependent Legal Counsel.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. The Corporation's obligation to comply with such request for indemnification is subject to the condition that the matter of the Indemnitee's entitlement to such indemnification under applicable law has been heard before a forum referred to in Section 5(b) below and such forum shall not have determined that the Indemnitee did not meet the required standard of conduct under applicable law; provided, however, that such condition shall not be applicable (and no such hearing or determination shall be required) (i) where indemnification is mandatory under applicable law, (ii) with respect to any request for indemnification by an Indemnitee under Section 3(b) or (iii) in any case in which such determination is, by the express terms of this Agreement (including but not limited to Section 4 hereof), deemed to have been made or is otherwise not required to be made under this Agreement, and in each such case payment of indemnification to which an Indemnitee is entitled under this Agreement shall be made within thirty (30) days after such request is received by the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Corporation shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s Corporation's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Indemnitee shall be entitled to select the forum in which the Indemnitee’s 's entitlement to indemnification will be heard; provided, howeverwhich selection shall be included in the written request for indemnification referred to in Section 5(a), except that if there is a Change in Control the Indemnitee may not choose to have the stockholders of the CompanyCorporation make such determination without the consent of the Board of Directors. Subject to the foregoing, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The the forum shall be any one of the following: (i) the stockholders of the Corporation (with such approval being sufficient if it is given by stockholders holding a majority of the shares present at a meeting of the stockholders at which a quorum is present); (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s 's replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. (c) Payment of indemnification for Liabilities and Expenses as to which Indemnitee is determined entitled pursuant to Section 5 or deemed determined pursuant to Section 4 shall be made as promptly as practicable after such determination or deemed determination and in any event within thirty (30) days thereafter.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever To obtain indemnification under this Agreement, following final disposition of the applicable Proceeding, the Indemnitee believes that shall submit to the Company a written request therefor, along with such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer Company shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such requested indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee's entitlement thereto shall be entitled to select made in the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: specific case: (i) by a majority vote 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 there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Legal CounselCounsel (as hereinafter defined), whose determination shall be made as selected pursuant to Section 8(c), in a written opinionopinion to the Board, a copy of which shall be delivered to the Indemnitee; oror (iv) by the stockholders of the Company. If it is so determined that the Indemnitee is entitled to indemnification, the Company shall make payment to the Indemnitee within 10 days after such determination. The Indemnitee shall cooperate with the Person or Persons making such determination with respect to the Indemnitee's entitlement to indemnification, including providing to such Person or 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. 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(c), in a written opinion to the Board. (iiic) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a panel Change of three (3) arbitratorsControl shall not have occurred, one the Independent Counsel shall be selected by the CompanyBoard (including a vote of a majority of the Disinterested Directors if obtainable), another by Indemnitee and the third 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 first two arbitrators; or if for any reason three Indemnitee (3) arbitrators are not selected within thirty (30) days after unless the appointment of the first arbitrator, then Indemnitee shall request that such selection of additional arbitrators shall be made by the American Arbitration AssociationBoard, in which event the preceding sentence shall apply), and approved by the Company (which approval shall not be unreasonably withheld, conditioned or delayed). If (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8(b) hereof, and (ii) within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware for the appointment as Independent Counsel of a Person selected by such court or by such other Person as such court shall designate. The Company shall pay any arbitrator resigns and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or is unable appointed. Upon the due commencement of any judicial proceeding pursuant to serve Section 10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant (subject to the commercial arbitration rules applicable standards of the American Arbitration Association now in effectprofessional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes The parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to Indemnification under this Agreement (provided, however, if the procedures for determination of entitlement to indemnification pursuant as currently set forth in the GBCC are amended to create any material inconsistency between such procedures in the GBCC and the procedures set forth below, the procedures set forth below shall also be deemed to be amended in the same manner to the extent necessary to remove the inconsistency without any further action on the part of the Company or Indemnitee): (a) To obtain Indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification to the Company. Any request for indemnification shall include sufficient request, including therein or therewith such documentation or and information as is reasonably available to Indemnitee for the determination of entitlement and is reasonably necessary to indemnification. In any event, determine whether and to what extent Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not is entitled to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnificationIndemnification. The Corporate Secretary of the Company (or other appropriate officer in the absence of the Corporate Secretary, the Chief Financial Officer of the Company) shall, promptly upon receipt of a claim for Indemnification from the Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such requestrequested Indemnification. Determination 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 shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a ProceedingIndemnification. (b) The Company shall not indemnify Indemnitee under Section 1(a) unless a determination has been made for a specific Proceeding that indemnification of Indemnitee is permissible because Indemnitee has met the standards set forth in Chapter 2, Article 8, Part 5 of the GBCC. Upon written request by the Indemnitee for Indemnification, the entitlement of Indemnitee to Indemnification pursuant to the terms of this Agreement shall be entitled determined by the following person or persons, who shall be empowered to select make such determination: (i) If there are two or more Disinterested Directors, by the forum Board of Directors by a majority vote of all the Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote; (ii) By special legal counsel (A) selected in the manner prescribed in paragraph (i) of this subsection; or (B) if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate); or (iii) If consented to by Indemnitee’s entitlement , by the shareholders, but the shares beneficially owned by or voted under the control of the officers and directors who are at the time parties to indemnification will the Proceeding may not be heardvoted on the determination; provided, however, that if there is following a Change in Control of Control, with respect to all matters thereafter arising out of acts, omissions or events before the Change of Control, upon the request of Indemnitee, any determination concerning the rights of Indemnitee to seek Indemnification under this Agreement shall be made by Independent Counsel. Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee is entitled to Indemnification under this Agreement and applicable law and shall render a written opinion to the Company and to Indemnitee to such effect. The Company agrees to be bound by, and not contest, appeal or seek reconsideration of, such opinion of Independent Counsel. The Company further agrees to pay the reasonable fees and expenses of Independent Counsel within twenty (20) days after Independent Counsel’s statement for professional services rendered is submitted to the Company, and to fully indemnify Independent Legal Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Section 6 or its engagement pursuant hereto. (as hereinafter definedc) shall If the person, persons or entity empowered or selected under Section 6(b) to determine whether Indemnitee is entitled to indemnification. The forum Indemnification shall be any one of the following: (i) not have made a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after receipt by the appointment Company of the first arbitratorrequest therefor, then selection the requisite determination of additional arbitrators entitlement to Indemnification shall be deemed to have been made and Indemnitee shall be entitled to such Indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to Indemnification in good faith requires such additional time for the obtaining or evaluating documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(c) shall not apply if the Indemnitee consents to determination of entitlement to indemnification by the American Arbitration Associationshareholders pursuant to Section 6(b)(iii) of this Agreement. (d) Indemnitee shall reasonably 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 such documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. If any arbitrator resigns Any Independent Counsel, members of the Board of Directors, or is unable shareholders of the Company shall act reasonably and in good faith in making a determination under the Agreement of Indemnitee’s entitlement to serve Indemnification. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration determination shall be conducted pursuant to borne by the commercial arbitration rules Company (irrespective of the American Arbitration Association now in effectdetermination as to Indemnitee’s entitlement to Indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s such claim for indemnification within a reasonable time, time not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The President or the Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s his or her written request for such indemnification, ; provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) a majority vote The stockholders of Disinterested Directors (as hereinafter defined), even though less than a quorumthe Corporation; (ii) A quorum of the Board of Directors consisting of Disinterested Directors; (iii) Independent Legal Counsel, whose who shall make the determination shall be made in a written opinion; or (iiiiv) a A panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if arbitrators selected. If for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. If Indemnitee fails to make such designation, his or her claim shall be determined by an appropriate court of the State of Delaware. (c) For purposes of this Agreement, the termination of any Proceeding by judgment, order, settlement (whether with or without court approval) shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to When seeking indemnification under this Agreement (including, but not limited to, the advancement of expenses pursuant to this AgreementSection 9 hereof and contribution by the Company), Indemnitee shall submit a written request for indemnification to the Company. Any Such request for indemnification shall include sufficient documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee’s entitlement to indemnification hereunder and which is reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company entitlement of Indemnitee to indemnification under this Agreement in respect of any pending, contemplated or threatened Proceeding shall be entitled to select determined in the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any specific case by one of the following: following three methods, which shall be at the election of the Board of Directors (i) the Board of Directors by a majority vote of the Disinterested Directors, whether or not they constitute a quorum of the Board of Directors, or (ii) by a committee of Disinterested Directors (as hereinafter defined)designated by a majority vote of such directors, even though less than a quorum;, or (iii) if there are no such Disinterested Directors or if a quorum of Disinterested Directors so directs, by Independent Legal Counsel in a written opinion delivered to the Board of Directors and the Indemnitee, subject to review by the full Board in the event Indemnitee is dissatisfied with such opinion, the said review and decision to be completed within sixty (60) days after Independent Legal Counsel furnishes his or her opinion. (iic) In the event the determination of entitlement is to be made by Independent Legal Counsel, whose determination such Independent Legal Counsel shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected retained by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected Board within thirty (30) days after notice of any civil, administrative or criminal action, claim or Proceeding for which indemnification pursuant to this Agreement is requested is submitted for consideration by Indemnitee. (d) If the appointment determination made pursuant to Section 10(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 11 hereof. (e) If the person or persons empowered pursuant to Section 10(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within sixty (60) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall, to the extent not in violation of applicable law, be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (i) fraud or misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all 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 by applicable law. (g) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if in taking such action Indemnitee relied on the records or books of account of the first arbitratorCompany, then selection of additional arbitrators shall be made an Affiliate or a Joint Venture Company, including financial statements, or on information supplied to Indemnitee by the American Arbitration Association. If any arbitrator resigns officers of the Company, an Affiliate or is unable a Joint Venture Company in the course of their duties, or on the advice of legal counsel for the Company, an Affiliate or a Joint Venture Company, or on information or records given or reports made to serve in such capacity for any reasonthe Company, an Affiliate or a Joint Venture Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the American Arbitration Association shall select such arbitrator’s replacementCompany, an Affiliate or a Joint Venture Company. The arbitration Company shall have the burden of establishing the absence of good faith by clear and convincing evidence. The provisions of this Section 10(g) shall not be conducted pursuant 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, or failure to act, of any director, officer, agent or employee of the Company, an Affiliate or a Joint Venture Company shall not, to the commercial arbitration rules extent not in violation of applicable law, be imputed to Indemnitee for purposes of determining the American Arbitration Association now in effectright to indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to To obtain indemnification pursuant to under this Agreement, Indemnitee shall submit to the Company a written request for indemnification to the Company. Any request for indemnification shall include sufficient request, including therein or therewith such documentation or and information as is reasonably available to Indemnitee for the determination of entitlement and is reasonably necessary to indemnification. In any event, determine whether and to what extent Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not is entitled to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors of the Company (the “Board”) in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such requested indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled Upon written request by Indemnitee for indemnification pursuant to select the forum in which first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum thereto shall be any one of made in the following: specific case by (iA) a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum; quorum of the Board, or (iiB) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Legal CounselCounsel in a written opinion to the Board, whose determination a copy of which shall be delivered to Indemnitee, or (C) if contracting an Independent Counsel is impracticable or undesirable and if so directed by the Board, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after such determination. The Company and the appointment 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. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the first arbitratordetermination as to Indemnitee’s entitlement to indemnification), then selection and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of additional arbitrators shall entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the American Arbitration AssociationIndependent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising her of the identity of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company 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 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 the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any arbitrator resigns objection which shall have been made by the Indemnitee to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court or is unable by such other person as the Delaware Court shall designate, and the person with respect to serve whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(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 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding pursuant to Section 10(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 reasonamount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the American Arbitration Association Company has consented to such settlement, which consent shall select such arbitrator’s replacement. The arbitration shall not be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectunreasonably withheld.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his claim for indemnification within a reasonable time, time not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere contendre or its equivalent, final termination or final determinationother disposition or partial disposition of any proceeding, whichever is the later date for which Indemnitee requests indemnification. The Secretary president or the secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s /s receipt of Indemnitee’s the written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have if no determination has been made after a determination thereof in a Proceedingsuch 60 day period, the Company shall be deemed to have approved the request. (b) The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) a majority vote The stockholders of Disinterested Directors (as hereinafter defined), even though less than a quorumthe Company; (ii) A quorum of the Board of Directors consisting of disinterested directors; (iii) Independent Legal Counsellegal counsel, whose who shall make the determination shall be made in a written opinion; or (iiiiv) a A panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if arbitrators selected. If for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. If Indemnitee fails to make such designation, his claim shall be determined by an appropriate court in the State of California. (c) Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendre or its equivalent shall not affect this presumption or, except as provided in Section 2 or 4 hereof, establish a presumption with regard to any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder.

Procedure for Determination of Entitlement to Indemnification. (ai) Whenever To obtain indemnification under this Agreement, Indemnitee believes that shall submit to the Secretary of the Company a written request therefor. If the Company intends to determine whether Indemnitee is entitled to indemnification pursuant to this Agreement, the Company shall deliver to Indemnitee written notice of such intent (such notification, an “Election Notice”) within 15 calendar days of the Secretary’s receipt of Indemnitee’s written request for indemnification. If the Company delivers an Election Notice in accordance with the preceding sentence, the determination of Indemnitee’s entitlement to indemnification shall submit a be made not later than 90 calendar days after the later of receipt by the Company of the written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is disposition of the later date for which Indemnitee requests indemnificationProceeding. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of requested indemnification. (ii) If the Company has delivered to Indemnitee an Election Notice within the 15-day period set forth in Section 5(b)(i), Indemnitee’s entitlement to indemnification under this Agreement shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid determined in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: following ways: (iA) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum; ; (iiB) by a committee of such Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; (C) by a written opinion of Independent Legal CounselCounsel (as hereinafter defined) selected by a majority of the Disinterested Directors; or (D) by the stockholders of the Company (but only if a majority of the Disinterested Directors presents the issue of entitlement to indemnification to the stockholders for their determination). Promptly following the Company’s receipt of a written request for indemnification, whose determination a majority of the Disinterested Directors shall decide who shall determine the issue of entitlement to indemnification, and the Company shall promptly notify Indemnitee of such decision. Notwithstanding the preceding sentences of this Section 5(b)(ii), Indemnitee’s entitlement to indemnification shall be made determined by Independent Counsel if (1) Indemnitee demands a determination by Independent Counsel in the written request for indemnification required by Section 5(b)(i) and identifies in such written request the person or persons who Indemnitee wishes to select as Independent Counsel and (2) such written request for indemnification is delivered to the Company following a written opinion; orChange in Control. (iii) a panel In the event the determination of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall entitlement to indemnification is to be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reasonIndependent Counsel, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration Independent Counsel selected by a majority of the Disinterested Directors or Indemnitee (as applicable) shall be conducted pursuant Independent Counsel to which the commercial arbitration rules Indemnitee or a majority of the American Arbitration Association now in effectDisinterested Directors (as applicable) does not reasonably object; provided that such objection must be delivered promptly following such selection.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Corporation shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination; otherwise, the Corporation shall pay the Liabilities on behalf of Indemnitee if and when Indemnitee becomes legally obligated to make payment. (b) The Company Corporation shall be entitled to select the forum in decision-making authority by which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is has been a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum decision-making authority shall be any one of the following: (i) a majority vote of the Disinterested Directors (as hereinafter defined), by majority vote thereof, even though less than a quorum; (ii) a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment stockholders of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s Corporation's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s 's entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment stockholders of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any A request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his claim for indemnification within a reasonable time, time not to exceed five (5) three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding (or, if no such event occurs, after incurring any Expenses for which indemnification is sought), whichever is the later date for which Indemnitee requests indemnification. The Secretary president or the secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such a request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety (90) 90 days after the Company’s 's receipt of Indemnitee’s his written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Upon written request by Indemnitee for indemnification as provided in Section 6(a), a determination, if required by applicable law, with respect to Indemnitees entitlement thereto shall be entitled to select made in the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the followingspecific case by: (i) a A majority vote of the Board of Directors consisting of Disinterested Directors (as hereinafter defined)Directors, even though less than a quorum;; or (ii) A committee of such Disinterested Directors designated by a majority vote of such Disinterested Directors, even though less than a quorum; or (iii) If there are no Disinterested Directors or if the Disinterested Directors so direct, Independent Legal Counsel, whose who shall make the determination shall be made in a written opinion; or (iiiiv) a panel The stockholders of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit to the Corporation a written request for indemnification to the Companyindemnification. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for indemnification, including the determination undertaking required by Section 3 in the case of entitlement to indemnificationa request for reimbursement or advancement of Expenses in advance of the final disposition of the applicable Proceeding. In any event, Indemnitee shall submit Indemnitee’s such claim for indemnification within a reasonable time, time not to exceed five (5) years one year after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The In the case of any request for reimbursement or advancement of Expenses incurred in advance of the final disposition of a Proceeding other than a Proceeding that Indemnitee initiated as a plaintiff, or in the case of a request for reimbursement or advancement of Expenses as a witness as provided in Section 2, the Chairman of the Board, the President or the Secretary or other appropriate officer shall cause the Corporation to honor such request if such officer determines that the amounts requested have been or will be actually and reasonably incurred. In the case of any other request, the Chairman of the Board, the President or the Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification as set forth in such written request shall be made in accordance with the remaining provisions of this Section 5. (b) If the indemnification request relates to reimbursement or advancement of Expenses incurred or to be incurred in advance of the final disposition of a Proceeding that Indemnitee initiated as a plaintiff, the determination whether to honor such request (unless ordered by a court) shall be made, not later than ninety (90) days after the Company’s Corporation's receipt of Indemnitee’s the written request for such indemnification, provided that any request for indemnification for Liabilitiesby a majority vote of the Disinterested Directors or, other than amounts paid in settlementif there are no Disinterested Directors or if a majority of Disinterested Directors so directs, shall have been made after a determination thereof by Independent Legal Counsel in a Proceedingwritten opinion. The person or persons making such decision may require that the Indemnitee furnish to the Corporation evidence of financial ability of Indemnitee to make a repayment contemplated by Section 3 or security for such repayment. (bc) The Company If the indemnification request relates to any other matter, the determination whether to honor such request (unless ordered by a court) shall be entitled to select made, not later than ninety (90) days after the forum in which Indemnitee’s entitlement to indemnification will be heard; providedCorporation's receipt of the written request for indemnification, howeverby a majority vote of the Disinterested Directors or, that if there is are no Disinterested Directors or if a Change in Control majority of the CompanyDisinterested Directors so directs, by Independent Legal Counsel in a written opinion. (as hereinafter definedd) Unless otherwise provided by applicable law, in any Proceeding to enforce a right to indemnification under this Agreement, the Corporation shall determine whether have the burden of proving that the Indemnitee is not entitled to indemnification, and there shall be a rebuttable presumption that the Indemnitee is entitled to indemnification. The forum shall be any one of the following:indemnification hereunder. (ie) a majority vote Notwithstanding any other provision of Disinterested Directors (as hereinafter defined)this Agreement, even though less than a quorum; (ii) Independent Legal Counsel, whose determination no indemnification shall be made in a written opinion; or (iii) a panel respect of three (3) arbitratorsany claim, one selected by issue or matter as to which Indemnitee shall have been adjudged to be liable to the CompanyCorporation unless and only to the extent that the Court of Chancery of Delaware or the court in which the applicable Proceeding was brought shall determine upon application that, another by Indemnitee and despite the third by adjudication of liability but in view of all the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment circumstances of the first arbitratorcase, then selection Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of additional arbitrators Chancery or such other court shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectdeem proper.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his or her claim for indemnification within a reasonable time, time (not to exceed five (5years) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The President or the Secretary or other appropriate officer of Corporation shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such a request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety (90) days after the Company’s Corporation's receipt of Indemnitee’s his or her written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to 's request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 5(a). The This forum shall be any one of the following: (i) a majority The stockholders of Corporation (with shares beneficially owned by Indemnitee not entitled to vote of Disinterested Directors (as hereinafter definedthereon), even though less than a quorum; (ii) A quorum of the Board of Directors consisting solely of Disinterested Directors, provided such a quorum is attainable; (iii) Independent Legal Counsel, whose who shall make the determination shall be made in a written opinion; or (iiiiv) a A panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if arbitrators selected. If for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.his or her

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification and, if so entitled, full payment of Indemnitee's claim for indemnification shall be made not later than ninety thirty (9030) days after the Company’s 's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s 's entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; or (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his claim for indemnification within a reasonable time, time not to exceed five (5) three years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final determination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The President or the Secretary or other appropriate officer of the Corporation shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors of the Corporation in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s his written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have ; if no determination has been made after a determination thereof in a Proceedingsuch 60-day period, the Corporation shall be deemed to have approved the request. (b) The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) a majority vote of The Disinterested Directors (as hereinafter defined), even though less than a quorum;who are members of the Board of Directors of the Corporation; or (ii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a A panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if arbitrators selected. If for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. If Indemnitee fails to make such designation, his claim shall be determined by the Supreme Court of the State of New York, County of New York, which shall apply Delaware Law as provided in Section 17 below. (c) Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Corporation shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not affect this presumption or, except as provided in Section 2 or 4 hereof, establish a presumption with regard to any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder. (d) Upon making a request for indemnification with respect to any Proceeding, or any claim, issue or matter therein, which under this Agreement or applicable Delaware law requires a determination of Indemnitee’s good faith, or that Indemnitee’s action did not constitute gross negligence, Indemnitee shall be presumed to have acted in good faith and/or without gross negligence, and the Corporation shall have the burden of proof to overcome that presumption in reaching any contrary determination, if the Indemnitee’s action is based on the records or books of account, including financial statements, of the Corporation and/or any Related Entity, or on information supplied to the Indemnitee by the officers of the Corporation and/or any Related Entity in the course of their duties, or on information or records given or reports made to the Corporation and/or any Related Entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation and/or Related Entity. The provisions of this Section 6(d) 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 acted in good faith and/or without gross negligence.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s his claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee he has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event which could enable the Company’s receipt of Corporation to determine Indemnitee’s written request for such entitlement to indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) a majority vote The stockholders of Disinterested Directors (as hereinafter defined), even though less than a quorumthe Corporation; (ii) A quorum of the Board of Directors consisting of Disinterested Directors; (iii) Independent Legal Counsel, whose who shall make the determination shall be made in a written opinion; or (iiiiv) a A panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitratorsarbitrators selected; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s his replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever the Indemnitee believes that the Indemnitee is entitled to indemnification pursuant to under this Agreement, the Indemnitee shall submit a written request to the Corporation for indemnification to the Companyattention of the corporate secretary. Any The request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee which is necessary for the determination of entitlement to indemnificationindemnification and which is in the possession of or reasonably available to the Indemnitee. In any event, the Indemnitee shall submit the Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years six months after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determinationtermination, whichever is the later date date, for which the Indemnitee requests indemnification. The Secretary or other appropriate officer secretary of the Corporation shall, promptly upon receipt of Indemnitee’s such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such requested indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Upon written request for indemnification made pursuant to Section 5(a) of this Agreement, a determination shall be entitled made by the Corporation with respect to select the forum in which Indemnitee’s 's entitlement to indemnification will be heard; provided, however, that if there is thereto under the DGCL or other applicable law as follows: (i) If a Change in of Control of shall not have occurred prior to such determination, the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) at its sole discretion, shall determine whether Indemnitee is entitled require such determination to indemnification. The forum shall be made by any one of the following: (iA) the Board of Directors by a majority vote of Disinterested Directors (as hereinafter defined)Directors, even though less than whether or not such majority constitutes a quorumquorum of the Board of Directors; (iiB) a committee of the Board of Directors consisting solely of Disinterested Directors designated to serve on such committee by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board of Directors; or (C) Independent Legal Counsel, whose determination shall be made in a written opinion; orif there are no Disinterested Directors or the Disinterested Directors so direct. (iiiii) If a panel Change of three (3) arbitratorsControl shall have occurred prior to such determination, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators such determination shall be made by the American Arbitration AssociationIndependent Legal Counsel unless the Indemnitee shall request that the determination be made by the Board of Directors or the board of directors of the surviving corporation (in the event the Corporation is not the surviving corporation as a result of such Change of Control). (c) The determination under Section 5(b) of the Indemnitee's entitlement to indemnification shall be made no later than forty (40) days after receipt of the written request provided pursuant to Section 5(a) hereof. If it is determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within twenty (20) days after such determination. The Indemnitee shall cooperate reasonably with the person or persons making such determination with respect to the Indemnitee's entitlement to indemnification, including, without limitation, providing to such person or persons upon reasonable advance request any arbitrator resigns documentation or information that is unable not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses (including, without limitation, attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee's entitlement to indemnification), and the Corporation hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (d) If the determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 5(b) of this Agreement, the Independent Legal Counsel shall be selected as provided in this Section 5(d) hereof. If a Change of Control shall not have occurred, the Independent Legal Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Legal Counsel so selected. If a Change of Control shall have occurred, the Independent Legal Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and the Indemnitee shall give notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, the Indemnitee or the Corporation, as the case may be, may within fourteen (14) days after such notice of selection shall have been given, give notice to the Corporation or to the Indemnitee, as the case may be, of objection to such selection. Such objection may be asserted only on the ground that the Independent Legal Counsel so selected does not meet the requirements of the definition of Independent Legal Counsel in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such objection is so made, the Independent Legal Counsel selected may not serve as Independent Legal Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to Section 5(a) of this Agreement, no Independent Legal Counsel shall have been selected, or shall have been objected to, in accordance with this Section 5(d), either the Corporation or the Indemnitee may petition a court, under the terms of Section 18(h) of this Agreement, for resolution of any objection that shall have been made by the Corporation or the Indemnitee to the other's selection of Independent Legal Counsel or for the appointment by the court of Independent Legal Counsel, and the person with respect to whom an objection is favorably resolved or the person so appointed by the court shall act as Independent Legal Counsel under Section 5(b) of this Agreement. The Corporation shall pay any and all reasonable fees and expenses of Independent Legal Counsel incurred by such Independent Legal Counsel in connection with acting pursuant to Section 5(b) of this Agreement, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 5(d), regardless of the manner in which such Independent Legal Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 7 of this Agreement, the Independent Legal Counsel shall be discharged and relieved of any further responsibility in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant (subject to the commercial arbitration rules applicable standards of the American Arbitration Association now in effectprofessional conduct then prevailing).

Procedure for Determination of Entitlement to Indemnification. (a) Whenever When seeking indemnification under this Agreement (which shall not include in any case the right of Indemnitee believes that Indemnitee is entitled to indemnification receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this AgreementSection 9), Indemnitee shall submit a written request for indemnification to the CompanyRonus. Any Such request for indemnification shall include sufficient documentation or information that is reasonably necessary for Ronus to make a determination of Indemnitee's entitlement to indemnification hereunder and that is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than 90 days after receipt by Ronus of Indemnitee's written request for indemnification. Ronus shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board that Indemnitee has made such request for indemnification. (b) The entitlement of Indemnitee to indemnification under this Agreement shall be determined in the specific case by a majority vote of a quorum of the Board consisting of Disinterested Directors. If such a quorum is not obtainable or the Board, by the majority vote of Disinterested Directors, directs, the determination shall be made by Independent Counsel in a written opinion. (c) In the event the determination of entitlement is to indemnificationbe made by Independent Counsel, such Independent Counsel shall be selected by Ronus and approved by Indemnitee. In any eventUpon failure of Ronus to so select such Independent Counsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected by the American Arbitration Association or such other person as such Association shall designate to make such selection. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by Ronus. (d) 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 90 days after receipt by Ronus of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall submit Indemnitee’s claim be absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for indemnification within or (ii) a reasonable time, not to exceed five final judicial determination that all or any part of such indemnification is expressly prohibited by law. (5e) years after The termination of any Proceeding by judgment, order, settlement, dismissal, arbitration award, settlement or conviction, acceptance of 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 final determinationcreate a presumption that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the 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. (f) For purposes of any determination of good faith hereunder, whichever is Indemnitee shall be deemed to have acted in good faith if in taking such action Indemnitee reasonably relied on information supplied to Indemnitee by other officers of the later date Company or an Affiliate in the course of their duties, or on the advice of legal counsel for which Indemnitee requests indemnificationthe 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. Ronus shall have the burden of establishing the absence of good faith. The Secretary provisions of this Section 9(f) shall not be deemed to be exclusive or to limit in any way the other appropriate officer shallcircumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (g) The knowledge and/or actions, promptly upon receipt for failure to act, of Indemnitee’s request any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for indemnification, advise purposes of determining the Board right to indemnification under this Agreement. 10. Remedies in Cases of Directors in writing Determination not to Indemnify or to Advance Expenses. (a) If (i) a determination is made that Indemnitee is not entitled to indemnification hereunder, (ii) advances are not made pursuant to Section 8 hereof or (iii) payment has not been timely made such request. Determination following a determination of Indemnitee’s entitlement to indemnification pursuant to Section 9 hereof, Indemnitee shall be made not later than ninety (90) days after entitled to seek a final adjudication either through an arbitration proceeding or in an appropriate court of the Company’s receipt State of Oklahoma or any other court of competent jurisdiction of Indemnitee’s written request for 's entitlement to such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceedingor advance. (b) The Company If a determination has been made in accordance with the procedures set forth in Section 9 hereof, in whole or in part, that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration referred to in paragraph (a) of this Section 10 shall be de novo and Indemnitee shall not be prejudiced by reason of any such prior determination that Indemnitee is not entitled to select indemnification, and Ronus shall bear the forum burdens of proof specified in which Indemnitee’s entitlement paragraphs 6 and 9 hereof in such proceeding. (c) If a determination is made or deemed to indemnification will be heard; provided, however, have been made pursuant to the terms of Section 9 or 10 hereof that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum , Ronus shall be bound by such determination in any one judicial proceeding or arbitration in the absence of the following: (i) a majority vote misrepresentation of Disinterested Directors (as hereinafter defined), even though less than a quorum; material fact by Indemnitee or (ii) Independent Legal Counsel, whose a final judicial determination that all or any part of such indemnification is expressly prohibited by law. (d) Ronus and Indemnitee shall be made precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. Ronus and Indemnitee shall stipulate in a written opinion; orany such court that Ronus and Indemnitee are bound by all of the provisions of this Agreement and are precluded from making any assertion to the contrary. (iiie) a panel of three (3) arbitrators, one selected To the extent deemed appropriate by the Companycourt, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators interest shall be made paid by the American Arbitration Association. If any arbitrator resigns Ronus to Indemnitee at a reasonable interest rate for amounts that Ronus indemnifies or is unable obliged to serve in indemnify the Indemnitee for the period commencing with the date on which Indemnitee requested indemnification (or reimbursement or advance of an Expense) and ending with the date that such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant payment is made to the commercial arbitration rules of the American Arbitration Association now in effectIndemnitee by Ronus.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. The Corporation's obligation to comply with such request for indemnification is subject to the condition that the matter of the Indemnitee's entitlement to such indemnification under applicable law has been heard before a forum referred to in Section 5(b) below and such forum shall not have determined that the Indemnitee did not meet the required standard of conduct under applicable law; provided, however, that such condition shall not be applicable (and no such hearing or determination shall be required) (i) where indemnification is mandatory under applicable law, (ii) with respect to any request for indemnification by an Indemnitee under Section 3(b) or (iii) in any case in which such determination is, by the express terms of this Agreement (including but not limited to Section 4 hereof), deemed to have been made or is otherwise not required to be made under this Agreement, and in each such case payment of indemnification to which an Indemnitee is entitled under this Agreement shall be made within thirty (30) days after such request is received by the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Corporation shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s Corporation's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Indemnitee shall be entitled to select the forum in which the Indemnitee’s 's entitlement to indemnification will be heard; provided, howeverwhich selection shall be included in the written request for indemnification referred to in Section 5(a), except that if there is a Change in Control the Indemnitee may not choose to have the stockholders of the CompanyCorporation make such determination without the consent of the Board of Directors. Subject to the foregoing, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The the forum shall be any one of the following: (i) the stockholders of the Corporation (with such approval being sufficient if it is given by stockholders holding a majority of the shares present at a meeting of the stockholders at which a quorum is present); (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s 's replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. (c) Payment of indemnification for Liabilities and Expenses as to which Indemnitee is entitled determined pursuant to Section 5 or deemed determined pursuant to Section 4 shall be made as promptly as practicable after such determination or deemed determination and in any event within thirty (30) days thereafter.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee [he/she] is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support [his/her] claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s [his/her] claim for indemnification within a reasonable time, time not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any proceeding, whichever is the later date for which Indemnitee requests indemnification. The Secretary president or the secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors of the Company in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s receipt of Indemnitee’s the written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company majority of disinterested directors shall be entitled to select the forum in which Indemnitee’s entitlement to request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) a majority vote The stockholders of Disinterested Directors (as hereinafter defined), even though less than a quorumthe Company; (ii) A quorum of the Board of Directors consisting of disinterested directors; (iii) Independent Legal Counsellegal counsel, whose who shall make the determination shall be made in a written opinion; or (iiiiv) a A panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if arbitrators selected. If for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. (c) Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as provided in Section 2 or 4 hereof, establish a presumption with regard to any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. The Corporation's obligation to comply with such request for indemnification is subject to the condition that the matter of the Indemnitee's entitlement to such indemnification under applicable law has been heard before a forum referred to in Section 5(b) below and such forum shall not have determined that the Indemnitee did not meet the required standard of conduct under applicable law; provided, however, that such condition shall not be applicable (and no such hearing or determination shall be required) (i) where indemnification is mandatory under applicable law, (ii) with respect to any request for indemnification by an Indemnitee under Section 3(b) or (iii) in any case in which such determination is, by the express terms of this Agreement (including but not limited to Section 4 hereof), deemed to have been made or is otherwise not required to be made under this Agreement, and in each such case payment of indemnification to which an Indemnitee is entitled under this Agreement shall be made within thirty (30) days after such request is received by the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Corporation shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety sixty (9060) days after the Company’s Corporation's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) . The Company Indemnitee shall be entitled to select the forum in which the Indemnitee’s 's entitlement to indemnification will be heard; provided, howeverwhich selection shall be included in the written request for indemnification referred to in Section 5(a), except that if there is a Change in Control the Indemnitee may not choose to have the stockholders of the CompanyCorporation make such determination without the consent of the Board of Directors. Subject to the foregoing, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The the forum shall be any one of the following: : the stockholders of the Corporation (i) with such approval being sufficient if it is given by stockholders holding a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules shares present at a meeting of the American Arbitration Association now in effect.stockholders at which a quorum is present);

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s 's claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety (90) days after the Company’s 's receipt of Indemnitee’s 's written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s 's entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Company; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s 's replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation (as hereinafter defined), Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Corporation; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effecteffect as of the date hereof.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever When seeking indemnification under this Agreement (which shall not include in any case the right of Indemnitee believes that Indemnitee is entitled to indemnification receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this AgreementSection 9), Indemnitee shall submit a written request for indemnification to the Company. Any Such request for indemnification shall include sufficient documentation or information that is reasonably necessary for the Company to make a determination of Indemnitee's entitlement to indemnification hereunder and that is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made promptly, but in no event later than 90 days after receipt by the Company of Indemnitee's written request for indemnification. The Company shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board that Indemnitee has made such request for indemnification. (b) The entitlement of Indemnitee to indemnification under this Agreement shall be determined in the specific case by a majority vote of a quorum of the Board consisting of Disinterested Directors. If such a quorum is not obtainable or the Board, by the majority vote of Disinterested Directors, directs, the determination shall be made by Independent Counsel in a written opinion. (c) In the event the determination of entitlement is to indemnificationbe made by Independent Counsel, such Independent Counsel shall be selected by the Board and approved by Indemnitee. In any eventUpon failure of the Board to so select such Independent Counsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected by the American Arbitration Association or such other person as such Association shall designate to make such selection. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company. (d) 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 90 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall submit Indemnitee’s claim be absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for indemnification within or (ii) a reasonable time, not to exceed five final judicial determination that all or any part of such indemnification is expressly prohibited by law. (5e) years after The termination of any Proceeding by judgment, order, settlement, dismissal, arbitration award, settlement or conviction, acceptance of 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 final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing create a presumption that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made did not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid act in settlement, shall have been made after a determination thereof good faith and in a Proceedingmanner that Indemnitee reasonably believed to be in or not opposed to the 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. (bf) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if in taking such 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(f) shall not be entitled deemed to select be exclusive or to limit in any way the forum other circumstances in which Indemnitee’s entitlement the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (g) The knowledge and/or actions, for failure to act, of any director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iii) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectunder this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its BIOLASE TECHNOLOGY, INC. INDEMNIFICATION AGREEMENT equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) the stockholders of the Company; (ii) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (iiiii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to When seeking indemnification pursuant to under this Agreement, Indemnitee shall submit a written request for indemnification to the Company. Any Such request for indemnification shall include sufficient documentation or information which is reasonably necessary for the Company to make a determination of Indemnitee's entitlement to indemnification hereunder and which is reasonably available to Indemnitee for the determination Indemnitee. Determination of Indemnitee's entitlement to indemnification. In any eventindemnification shall be made promptly, Indemnitee shall submit but in no event later than 30 days after receipt by the Company of Indemnitee’s claim 's written request for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer of the Company shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company entitlement of Indemnitee to indemnification under this Agreement shall be entitled to select determined in the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) specific case by a majority vote of the Disinterested Directors (as hereinafter defined)whether or not constituting a quorum of the Board, even though less than a quorum; (ii) Independent Legal Counselunless the Board, whose by the majority vote of Disinterested Directors, directs that the determination shall be made in a written opinion; orby Independent Counsel. (iiic) a panel In the event the determination of three (3) arbitratorsentitlement is to be made by Independent Counsel, one such Independent Counsel shall be selected by the CompanyBoard and approved by Indemnitee. Upon failure of the Board to so select such Independent Counsel or upon failure of Indemnitee to so approve, another such Independent Counsel shall be selected by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to make such selection. (d) If the Board or Independent Counsel shall have determined 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 8 hereof. (e) If the person or persons empowered pursuant to Section 7(b) hereof to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 90 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall 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 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 in a manner which Indemnitee reasonably believed to be in or not opposed to the third 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 Indemnitee's action is based on the records or books of account of the Company or any Affiliate, including financial statements, or on information supplied to Indemnitee by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment officers of the first arbitratorCompany or an Affiliate in the course of their duties, then selection or on the advice of additional arbitrators shall be 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 American Arbitration Association. If any arbitrator resigns Company or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacementan Affiliate. The arbitration provisions of this Section 7(g) shall not be conducted pursuant deemed to be exclusive or to limit in any way the commercial arbitration rules 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, or failure to act, of any director, officer, agent or employee of the American Arbitration Association now in effectCompany or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedure for Determination of Entitlement to Indemnification. (a) 6.1 Whenever Indemnitee believes that Indemnitee he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the CompanyCompany to the attention of the Chief Executive Officer with a copy to the Secretary. Any This request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee which is necessary for the determination of entitlement to indemnificationindemnification and which is reasonably available to Indemnitee. In any event, Indemnitee Determination of Indemnitee's entitlement to indemnification shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five be made no later than sixty (560) years days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance receipt of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnificationIndemnification Request. The Chief Executive Officer or the Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification's Indemnification Request, advise the Board of Directors in writing that Indemnitee has made such request. Determination request for indemnification. 6.2 Following receipt by the Company of an Indemnification Request, an initial determination, if required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification thereto shall be made not later than ninety (90) days after in the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any specific case by one of the following: following four methods, which shall be at the election of the Board of Directors: (i1) by a majority vote of the Disinterested Directors (as hereinafter defined)Directors, even though less than a quorum; , (ii2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Legal CounselCounsel in a written opinion to the Board of Directors, whose a copy of which shall be delivered to Indemnitee, or (4) by a majority vote of the stockholders of the Company. Notwithstanding the foregoing, following a Change of Control, the determination shall be made in a written opinion; or (iii) a panel of three by Independent Counsel pursuant to clause (3) arbitrators, one selected by the Company, another above. The Company agrees to bear any and all Expenses reasonably incurred by Indemnitee and or the third Company in connection with the determination of Indemnitee's entitlement to indemnification by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectabove methods.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification or advancement of expenses pursuant to this Agreement, Indemnitee shall submit a written request for indemnification or such advances to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnificationsupport his claim. In any event, Indemnitee shall submit Indemnitee’s such claim for indemnification within a reasonable time, time not to exceed five three months (5or after request by the Corporation in order to assist the Corporation in filing a claim) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date latest event for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise If a determination is required by the Board of Directors in writing Corporation that Indemnitee has made is entitled to Indemnification, and the Corporation fails to respond within sixty (60) days of such request, the Corporation shall be deemed to have approved the request. Determination Any indemnification or advance of Indemnitee’s entitlement expenses which is due and payable to indemnification Indemnitee shall be made not later than ninety promptly and in any event within thirty (9030) days after the Company’s receipt of Indemnitee’s written request for determination that Indemnitee is entitled to such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceedingamounts. (b) The Company If a determination regarding indemnification is required, the Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to 's request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) The shareholders of the Corporation; (ii) A majority vote of the Board of Directors consisting of Disinterested Directors (even though less than a quorum); or (iii) A majority vote of a Committee of Disinterested Directors designated by a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum;); or (iiiv) Independent Legal CounselIf there are no Disinterested Directors, whose determination shall be made or if the Disinterested Directors so direct, by independent legal counsel in a written opinion; or (iii) . If Indemnitee fails to make such designation, his claim shall be determined by A COURT OF COMPETENT JURISDICTION APPLYING THE LAWS OF THE STATE OF FLORIDA. In all instances, the reviewing party shall be bound by a panel of three (3) arbitrators, one selected rebuttable presumption created by the Company, another filing of the written request by Indemnitee that (i) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment best interests of the first arbitratorCorporation, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or and that Indemnitee had no reason to believe his conduct was unlawful, and (ii) Indemnitee is unable entitled to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectindemnification.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s such claim for indemnification within a reasonable time, time not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or final determinationother disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The President or the Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s 's request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s 's entitlement to indemnification shall be made not later than ninety thirty (9030) days after the Company’s Corporation's receipt of Indemnitee’s his or her written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company Indemnitee shall be entitled to select the forum in which Indemnitee’s entitlement to 's request for indemnification will be heard; provided, however, that if there is a Change which selection shall be included in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnificationwritten request for indemnification required in Section 6(a). The forum shall be any one of the following: (i) a majority vote The stockholders of Disinterested Directors (as hereinafter defined), even though less than a quorumthe Corporation; (ii) A quorum of the Board of Directors consisting of Disinterested Directors; (iii) Independent Legal Counsel, whose who shall made the determination shall be made in a written opinion; or (iiiiv) a A panel of three (3) arbitrators, one selected by the CompanyCorporation, another by Indemnitee and the third by the first two arbitrators; or if arbitrators selected. If for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s 's replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. If Indemnitee fails to make such designation, his or her claim shall be determined by a quorum of the Board of Directors consisting of Disinterested Directors, if available. If no such quorum is available, the designation shall be made by an appropriate court of the State of Delaware.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the CompanyCorporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for the determination of entitlement to indemnification. In any event, Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. If, at the time of receipt of any such request for indemnification, the Corporation has director and officer insurance policies in effect, the Corporation will promptly notify the relevant insurers and take such other actions as necessary or appropriate to secure coverage of Indemnitee for such claim in accordance with the procedures and requirements of such policies. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety sixty (9060) days after the CompanyCorporation’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. If it is so determined that the Indemnitee is entitled to indemnification, and Indemnitee has already paid the Liabilities, reimbursement to the Indemnitee shall be made within ten (10) days after such determination; otherwise, the Corporation shall pay the Liabilities on behalf of the Indemnitee if and when the Indemnitee becomes legally obligated to make payment. (b) The Company Corporation shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the CompanyCorporation, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum; (iii) Independent Legal Counsel, whose determination shall be made in a written opinion; or (iiiiv) a panel of three (3) arbitrators, one selected by the Company, another by Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment stockholders of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effectCorporation.

Procedure for Determination of Entitlement to Indemnification. (a) Whenever Upon written request by Indemnitee believes that for indemnification pursuant to Section 3 or 4 hereof, the entitlement of Indemnitee is entitled to indemnification pursuant to the terms of this Agreement, Indemnitee Agreement shall submit a written request for indemnification be determined by the following person or persons who shall be empowered to the Company. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee for make the determination that indemnification of entitlement to indemnification. In any event, the Indemnitee shall submit Indemnitee’s claim for indemnification within a reasonable time, not to exceed five is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Sections 3 and 4 above: (5a) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final determination, whichever is the later date for which Indemnitee requests indemnification. The Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Company’s receipt of Indemnitee’s written request for such indemnification, provided that any request for indemnification for Liabilities, other than amounts paid in settlement, shall have been made after a determination thereof in a Proceeding. (b) The Company shall be entitled to select the forum in which Indemnitee’s entitlement to indemnification will be heard; provided, however, that if there is a Change in Control of the Company, Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification. The forum shall be any one of the following: (i) Company by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined)) even though less than a quorum; (b) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; quorum or (iic) by Independent Legal CounselCounsel (as hereinafter defined), whose in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by Indemnitee, which approval shall not be unreasonably withheld. Upon failure of the Board of Directors to so select such Independent Counsel or upon failure of Indemnitee to so approve, such Independent Counsel shall be selected by the Chancellor of the State of Delaware or such other person, as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made in no later than 60 days after receipt by the Company of a written opinion; or request for indemnification. Such request shall include documentation or information, which is necessary for such determination, and which is reasonably available to Indemnitee. Any Expenses (iiiincluding attorneys’ fees) a panel of three (3) arbitrators, one selected incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company, another by . The Company hereby indemnifies and agrees to hold Indemnitee and the third by the first two arbitrators; or if for any reason three (3) arbitrators are not selected within thirty (30) days after the appointment harmless therefrom irrespective of the first arbitrator, then selection outcome of additional arbitrators shall be made by the American Arbitration Associationdetermination of Indemnitee’s entitlement to indemnification. If any arbitrator resigns the person or persons making such determination shall determine that Indemnitee is unable entitled to serve in such capacity for any reason, the American Arbitration Association shall select such arbitrator’s replacement. The arbitration shall be conducted pursuant indemnification as to the commercial arbitration rules part (but not all) of the American Arbitration Association now in effectapplication for indemnification, such person shall reasonably prorate such partial indemnification among such claims, issues or matters.