Common use of PROCEDURE UPON APPLICATION FOR INDEMNIFICATION Clause in Contracts

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director'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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors (irrespective of the determination as to Director's entitlement to indemnification) and the Indemnitors hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon final disposition of a Proceeding for which indemnification is sought pursuant to Section 3 or Section 4, Director shall submit promptly (and in any event, no later than the applicable statute of limitations) to the Board a written request by Director for indemnification averring that he has met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to Section 3 or Section 4 shall be made by the first sentence Company only as authorized in the specific case upon a determination that indemnification of Section 9(a), a determination, if required by the Director is proper in the circumstances because Director has met the applicable law or this Agreement, with respect to Director's entitlement thereto standard of conduct. Such determination shall be made in the specific case: following manner: (i) if a Change in Control shall have occurredoccurred and the Director is not a director at the time of such determination, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or and (ii) if a Change in Control shall not have occurred, in the following manner: any other circumstance: (A) by the Board acting by a majority vote of the Disinterested Directors, even though less than a quorum of Disinterested Directors; or the Board, (B) if such by a quorum is not obtainable orcommittee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if obtainable, though less than a quorum of Disinterested Directors, acting by majority vote, so directsthe Board, (xC) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Director or (D) if so directed by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b)Board, or (y) by the shareholders stockholders of the Corporation. If Company, and, if it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten thirty (30) days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's ’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), and the Corporation Company shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director or the CorporationCompany, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent The objection must also include a proper and timely objection, the person so selected shall act as proposed substitute Independent Counsel. If objection including a proposed substituted Independent Counsel is timely made, such substituted Independent Counsel shall serve as Independent Counsel unless objected to within ten (10) days. An objection to the substituted Independent Counsel 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 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If written objection is so made, the Independent Counsel so selected or substituted Independent Counsel proposed may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 thirty (30) days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and hereof, the final disposition parties have not agreed upon the selection of the Proceeding, no Independent Counsel shall have been selected and not objected toCounsel, either the Corporation Company or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that which shall have been made by the Corporation Company or Director to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected case in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders 13.1-701B of the CorporationVirginia Act and Section VI(E) of the Company’s Articles of Incorporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b9(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Corporation Company shall give written notice to Director Indemnitee advising him Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) 8 hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court the Virginia Court (as defined in Section 20 of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association this Agreement) for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)) or for advances pursuant to the first sentence of Section 8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(ba written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, provided that such directors constitute a quorum of the Board, (B) if a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors) constituting a quorum of the Board, (C) if there are not at least two Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Director; or Indemnitee or (iiD) if a Change in Control so directed by the Board, by the stockholders of the Company (excluding shares owned by or voted under the control of directors that are at the time parties to the Proceeding); provided, however, that if Independent Counsel makes the determination that Indemnitee is entitled to indemnification under the DGCL, the authorization of indemnification and the evaluation as to reasonableness of expenses shall not have occurred, be made by the persons set forth in the following manner: foregoing clause (Aii)(A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainablenecessary, a quorum of Disinterested Directorsclause (ii)(B). If, acting upon written request made by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Indemnitee pursuant to Section 10(b9(a), or (y) by the shareholders of the Corporation. If it is so determined that Director Indemnitee is entitled to indemnificationindemnification under the DGCL, payment to Director Indemnitee of all authorized indemnification amounts, including expenses determined to be reasonable, shall be made within ten (10) days after such determination. Director . (b) Indemnitee shall cooperate with the person, persons or entity making such the determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)) or for advances pursuant to the first sentence of Section 8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(ba written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, provided that such directors constitute a quorum of the Board, (B) if a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two (2) or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors) constituting a quorum of the Board, (C) if there are not at least two (2) Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Director; or Indemnitee or (iiD) if a Change in Control so directed by the Board, by the stockholders of the Company (excluding shares owned by or voted under the control of directors that are at the time parties to the Proceeding); provided, however, that if Independent Counsel makes the determination that Indemnitee is entitled to indemnification under the DGCL, the authorization of indemnification and the evaluation as to reasonableness of expenses shall not have occurred, be made by the persons set forth in the following manner: foregoing clause (Aii)(A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainablenecessary, a quorum of Disinterested Directorsclause (ii)(B). If, acting upon written request made by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Indemnitee pursuant to Section 10(b9(a), or (y) by the shareholders of the Corporation. If it is so determined that Director Indemnitee is entitled to indemnificationindemnification under the DGCL, payment to Director Indemnitee of all authorized indemnification amounts, including expenses determined to be reasonable, shall be made within ten thirty (30) days after such determination. Director . (b) Indemnitee shall cooperate with the person, persons or entity making such the determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request To the fullest extent permitted by Director law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advanced pursuant to the first sentence Section 8 of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's entitlement thereto shall may be made by the Company only as authorized in the specific casecase upon a determination that the indemnification of Indemnitee is proper in the circumstances. Such determination must be made: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to By the Board, a copy stockholders of which shall be delivered to Director; orthe Company; (ii) if By the Board by a Change majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in Control shall not have occurred, in satisfying the following manner:quorum; (Aiii) by By the Board acting by a majority vote of a quorum consisting of Disinterested Directorsdirectors who were not parties to the action, suit or proceeding; or (Biv) if such If a quorum is consisting of directors who were not obtainable orparties to the action, even suit or proceeding cannot be obtained, by a written opinion from Independent Counsel. Notwithstanding the foregoing, if obtainableat any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change in Control, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon shall direct (unless Indemnitee otherwise agrees in writing) that the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director is entitled to indemnification, payment to Director indemnification determination shall be made within ten days after such determinationby Independent Counsel in a written opinion. Director shall cooperate with Notwithstanding the personforegoing, persons or entity making such determination with respect to Director'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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors (irrespective of if the determination as to Director's entitlement to indemnification) that indemnification or advance of Expenses is permissible is made by Independent Counsel then the Board shall authorize and the Indemnitors hereby indemnifies direct such indemnification and agrees to hold Director harmless therefromadvancement of Expenses. (b) In the event If the determination of Indemnitee’s entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereoffollowing a Change in Control, the Independent Counsel shall must be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the The Independent Counsel shall be selected by the Board, Indemnitee and the Corporation shall Indemnitee must give written notice to Director the Company advising him it of the Independent Counsel’s identity so selected, unless Indemnitee requests in writing that the Independent Counsel be selected by the Board. If the Independent Counsel is selected by the Board, the Company must give written notice to Indemnitee setting forth the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selectedCounsel. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten (10) days after such the written notice of selection shall have been givenis received, deliver to the Corporation or to Director, as the case may be, other party a written objection to such the selection; provided, however, that such . The objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of "an “Independent Counsel" ” as defined in Section 2I of this Agreement, and the objection shall must set forth with particularity the factual basis of such the assertion. Absent a proper and timely objection, the person so selected shall 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 or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceedingindemnification, no Independent Counsel shall have has been selected and not objected toselected, either the Corporation Company or Director Indemnitee may petition a court of competent with jurisdiction or commence an arbitration before a single arbitrator pursuant to over the Commercial Arbitration Rules of the American Arbitration Association parties for resolution of any the objection that shall have been made and/or the appointment of a person to be Independent Counsel selected by the Corporation or Director court. (c) The Company agrees to pay the other's selection reasonable fees and Expenses of Independent Counsel or for in accordance with Section 8 and to fully indemnify and hold the appointment as Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement. (d) The Company must promptly advise Indemnitee in writing if a person selected determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such persons with documents and information (which are not privileged or otherwise protected) reasonably available to Indemnitee and reasonably necessary to the determination. All Expenses incurred by such court or arbitrator or I▇▇▇▇▇▇▇▇▇ in cooperating with the persons making the determination shall be paid by such other person the Company (irrespective of the determination as such court or arbitrator shall designate, to indemnification) and the person with respect Company hereby indemnifies and agrees to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)hold Indemnitee harmless from those Expenses.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Executive for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's Executive’s entitlement thereto shall be made in the specific case: (i) if a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to DirectorExecutive; or (ii) if neither a Potential Change in Control nor a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, Directors so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director Executive is entitled to indemnification, payment to Director Executive shall be made within ten days after such determination. Director Executive shall cooperate with the person, persons or entity making such determination with respect to Director's Executive’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 Director Executive and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Executive in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Corporation (irrespective of the determination as to Director's Executive’s entitlement to indemnification) and the Indemnitors Corporation hereby indemnifies and agrees to hold Director Executive harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If neither a Potential Change in Control or a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director Executive advising him of the identity of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Executive (unless Director Executive shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director Executive shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director Executive or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to DirectorExecutive, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director Executive of a written request for indemnification pursuant to Section 10(a) hereof and or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director Executive may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director Executive to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's ’s entitlement thereto shall be made in the specific case: (i) if a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if neither a Potential Change in Control nor a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, Directors so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director's ’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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Corporation (irrespective of the determination as to Director's ’s entitlement to indemnification) and the Indemnitors Corporation hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If neither a Potential Change in Control or a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence Section 11 or 9 of Section 9(a)this Agreement, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(ba written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, whether or not such majority constituted a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, whether or not such majority constituted a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Director; or Indemnitee or (iiD) if a Change in Control shall not have occurred, in the following manner: (A) so directed by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable orBoard, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders stockholders of the CorporationCompany. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof and the final disposition of the Proceedinghereof, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director lndemnitee may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)14 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon Following written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: : (i) if a Change in of Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to DirectorIndemnitee; or or (ii) if a Change in of Control shall not have occurred, in the following manner: (A) by the Board acting by a majority vote of a quorum consisting of Disinterested Directors; or , (B) if such a quorum cannot be obtained then by a majority vote of a committee of the Board consisting solely of Disinterested Directors designated by a majority vote of the Board in which directors who are parties to the Proceeding in respect of which indemnification is sought may participate, (C) if a quorum of the Board consisting of Disinterested Directors is not obtainable obtainable, and if a majority vote of a committee of the Board consisting solely of Disinterested Directors is not obtainable, or, even if obtainable, a obtainable such quorum of Disinterested Directors, acting or such committee, by a majority vote, vote so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b)a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (yD) if so directed by a majority of the members of the Board, by the shareholders of the Corporation. If Company; and, if it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b11(b). If a Change in of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard or a committee of the Board consisting solely of Disinterested Directors, by the vote required by applicable law for the selection of Independent Counsel, and the Corporation Company shall give written notice to Director Indemnitee advising him [him][her] of the identity of the Independent Counsel so selected. If a Change in of Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), subject to approval by the Board, or a committee thereof consisting solely of Disinterested Directors, by the vote required by applicable law for the selection of Independent Counsel, and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. Any such approval by the Board or a committee thereof consisting solely of Disinterested Directors, will not be unreasonably withheld and by such approval the Board or committee shall be deemed to have joined in such selection. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of for such assertion. Absent a proper and timely objection, the person so selected (and, if a Change of Control shall have occurred, approved by the Board or a committee thereof consisting solely of Disinterested Directors) shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceedinghereof, no Independent Counsel shall have been selected (and, if a Change of Control shall have occurred, approved by the Board or a committee thereof consisting solely of Disinterested Directors) and not objected to, either the Corporation Company or Director Indemnitee may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any failure by the Board or a committee thereof to approve Indemnitee’s selection of Independent Counsel after a Change of Control shall have occurred, or any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such the court or arbitrator or by such other person as such the court or arbitrator shall designate, and the person with respect to whom all failures to approve and objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)) above, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall promptly be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) Counsel, in a written opinion to the Board, a copy of which shall be delivered to DirectorIndemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval will not be unreasonably withheld; or or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board consisting solely of one or more Disinterested Directors; or , (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) Independent Counsel has been selected by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b)2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (yC) if so directed by a majority of the members of the Board, by the shareholders stockholders of the CorporationCompany. If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determinationdetermination in the discretion of the Board or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(a). Any costs or expenses (including attorneys' fees and disbursements) Expenses incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors hereby indemnifies Company shall indemnify and agrees to hold Director Indemnitee harmless therefrom. (b) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, (i) the Independent Counsel shall be selected by the BoardCompany within ten (10) days of the Submission Date (the cost of each such counsel to be paid by the Company), and the Corporation (ii) shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation Indemnitee advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a Company Indemnitee’s 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 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so mademade by Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without meritwithdrawn. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, If no Independent Counsel shall have been selected and not objected to, either to before the Corporation or Director may petition later of (i) thirty (30) days after the later of submission by Indemnitee of a court of competent jurisdiction or commence an arbitration before a single arbitrator written request for indemnification pursuant to Section 9(a) hereof (the Commercial Arbitration Rules “Submission Date”) and (ii) ten (10) days after the final disposition of the American Arbitration Association for resolution Proceeding, each of any objection that the Company and Indemnitee shall have been made by select a law firm or member of a law firm meeting the Corporation or Director qualifications to the other's selection of Independent Counsel or for the appointment serve as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designateCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's ’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director's ’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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors (irrespective of the determination as to Director's ’s entitlement to indemnification) and the Indemnitors hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon Any indemnification under Sections 4, 5, 6 or 7 shall be made no later than 45 days after receipt of the written request by Director for indemnification pursuant to of the first sentence of Section 9(a)Officer, a determinationand, if required by applicable law or this Agreementlaw, only as authorized in the specific case upon a determination that indemnification of the Officer is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 145(a) and (b) of the DGCL. Such determination shall be made, with respect to Director's entitlement thereto shall be made in a person who is a director or officer at the specific casetime of such determination: (ia) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum; or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (c) if a Change in Control shall have occurredthere are no such directors, or if such directors so direct, by Independent Counsel selected in accordance with Section 10(b) independent legal counsel in a written opinion to the Boardopinion, a copy of which counsel shall be delivered to Director; or appointed (i) by a majority vote of the Board of Directors or its committee in the manner prescribed by paragraph (a) or paragraph (b) of this Section 11, or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by quorum of the Board acting of Directors cannot be obtained under paragraph (a) of this Section 11 or a committee cannot be designated under paragraph (b) of this Section 11, then by a majority vote of a quorum the full Board of Disinterested Directors, including directors who are parties to the applicable Proceeding; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (yd) by the shareholders of the Corporation. If it is so determined ; provided that Director is entitled following: a Change in Control, all determinations concerning the rights of the Officer to indemnification, payment indemnity payments and expense advances under this Agreement or any other agreement or under applicable law or the Corporation’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Director indemnification shall be made within ten days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director'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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne independent counsel selected by the Indemnitors Officer and approved by the Corporation (irrespective of which approval shall not be unreasonably withheld or delayed), and who has not otherwise performed services for the determination as to Director's entitlement to indemnificationCorporation or the Officer (other than in connection with indemnification matters) and within the Indemnitors hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the last five years. The Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurredinclude any person who, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Officer in an action to determine Officer’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Corporation and Officer as to whether and to what extent the Officer should be permitted to be indemnified under applicable law. The Corporation agrees to pay the reasonable fees of any independent counsel engaged hereunder and to advance expenses for and indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss and damages arising out of or relating to this Agreement or the engagement of independent counsel pursuant hereto. If the person or persons so empowered to make a determination pursuant to this Section 11 shall have failed to make the requested determination within ninety (90) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendre or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Corporation to determine the Officer’s entitlement to indemnification, the requisite determination that the Officer is entitled to indemnification shall be deemed to have been made.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Executive for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's Executive’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to DirectorExecutive; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, Directors so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director Executive is entitled to indemnification, payment to Director Executive shall be made within ten days after such determination. Director Executive shall cooperate with the person, persons or entity making such determination with respect to Director's Executive’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 Director Executive and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Executive in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Corporation (irrespective of the determination as to Director's entitlement to indemnification) and the Indemnitors hereby indemnifies and irrespect; text-indent:36pt;t agrees to hold Director Executive harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director Executive advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Executive (unless Director Executive shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director Executive shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director Executive or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to DirectorExecutive, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director Executive of a written request for indemnification pursuant to Section 10(a) hereof and or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director Executive may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director Executive to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected case in accordance with Section 10(b13.1-701(B) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the CorporationVirginia Act and Section 7.3 of the Company’s Articles of Incorporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any Subject to Section 13(b) of this Agreement, any costs or expenses (including reasonable attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b9(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) 8 hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court the Virginia Court (as defined in Section 20 of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association this Agreement) for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial. (b) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if required by applicable law or this Agreement, determination with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: , if required by applicable law, (iA) by a majority vote of a quorum of the members of the Company’s Board of Directors not at the time party to the Proceeding, (B) if a Change in Control shall have occurredquorum pursuant to clause (A) of this subsection cannot be obtained, by Independent Counsel a majority vote of a committee duly designated by the Company’s Board of Directors consisting solely of two or more directors not at the time parties to the Proceeding; provided, however, that directors who are not parties to the Proceeding may participate in the designation of the committee, (C) by special legal counsel (selected by the Company’s Board of Directors or its committee in accordance with Section 10(bthe manner described in clauses (A) or (B) of this subsection or, if a quorum of the Company’s Board of Directors cannot be obtained under clause (A) of this subsection and a committee cannot be designated under clause (B) of this subsection, the special legal counsel shall be selected by majority vote of the full Board of Directors) in a written opinion to the BoardCompany’s Board of Directors, a copy of which shall be delivered to Director; or Indemnitee or (iiD) if a Change in Control shall not have occurred, in the following manner: (A) so directed by the Company’s Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders stockholders of the CorporationCompany. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such the determination with respect to Director's 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 Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) reasonably incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors (irrespective of the determination as to Director's entitlement to indemnification) and the Indemnitors hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereofCompany, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission extent permitted by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)law.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon final disposition of a Proceeding for which indemnification is sought pursuant to Section 3 or Section 4, Director shall submit promptly (and in any event, no later than the applicable statute of limitations) to the Board a written request by Director for indemnification averring that he has met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to Section 3 or Section 4 shall be made by the first sentence Company only as authorized in the specific case upon a determination that indemnification of Section 9(a), a determination, if required by the Director is proper in the circumstances because Director has met the applicable law or this Agreement, with respect to Director's entitlement thereto standard of conduct. Such determination shall be made in the specific case: following manner: (i) if a Change in Control shall have occurredoccurred and the Director is not a director at the time of such determination, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or and (ii) if a Change in Control shall not have occurred, in the following manner: any other circumstance: (A) by the Board acting by a majority vote of the Disinterested Directors, even though less than a quorum of Disinterested Directors; or the Board, (B) if such by a quorum is not obtainable orcommittee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if obtainable, though less than a quorum of Disinterested Directors, acting by majority vote, so directsthe Board, (xC) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Director or (D) if so directed by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b)Board, or (y) by the shareholders stockholders of the Corporation. If Company, and, if it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten (10) days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), and the Corporation Company shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director or the CorporationCompany, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent The objection must also include a proper and timely objection, the person so selected shall act as proposed substitute Independent Counsel. If objection including a proposed substituted Independent Counsel is timely made, such substituted Independent Counsel shall serve as Independent Counsel unless objected to within ten (10) days. An objection to the substituted Independent Counsel 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 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If written objection is so made, the Independent Counsel so selected or substituted Independent Counsel proposed may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 thirty (30) days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and hereof, the final disposition parties have not agreed upon the selection of the Proceeding, no Independent Counsel shall have been selected and not objected toCounsel, either the Corporation Company or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that which shall have been made by the Corporation Company or Director to the other's selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. (c) In the event of a Change in Control, the Company shall, upon written request by Director, create a trust for the benefit of Director (the "Trust") and from time to time upon written request of Director shall fund the Trust in an amount equal to all Expenses, judgments, fines and amounts paid in settlement reasonably anticipated at the time to be incurred in connection with any Proceeding or any claim, issue or matter therein. Upon The amount to be deposited in the due commencement Trust pursuant to the foregoing funding obligation shall be determined by the party required to make the determination that indemnification of any judicial proceeding or arbitration Director is proper pursuant to Section 12(a10(a) hereof (the "Reviewing Party"). The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of Director, (ii) the trustee of the Trust shall advance, within ten (10) business days of a request by Director, any and all Expenses to Director (and Director hereby agrees to reimburse the Trust under the circumstances in which Director would be required to reimburse the Company for any Expenses advanced under this Agreement), Independent Counsel (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the trustee of the Trust shall promptly pay to Director all amounts for which Director shall be discharged entitled to indemnification pursuant to this Agreement or otherwise and relieved (v) all unexpended funds in that Trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Director has received amounts, if any, which fully satisfy the Company's obligation to indemnify Director under the terms of this Agreement. The trustee of the Trust shall be chosen by Director. Nothing in this Section 10(c) shall relieve the Company of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)its obligations under this Agreement.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director the Indemnitee for indemnification pursuant to the first sentence of Section 9(a2(a), any indemnification under Sections (1)(a) or (1)(b) hereof (unless ordered by a determination, if required by applicable law or this Agreement, with respect to Director's entitlement thereto court) shall be made by the Company only as authorized in the specific case: case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in such Sections (1)(a) and (1)(b). Such determination shall be made (i) if by a Change in Control shall have occurredmajority vote of the Directors who are not parties to such action, by Independent Counsel selected in accordance with Section 10(b) in suit or proceeding, even though less than a written opinion to the Boardquorum, a copy of which shall be delivered to Director; or or (ii) if by a Change in Control shall committee of Directors who are not have occurredparties to such action, in the following manner: (A) by the Board acting suit or proceeding designated by majority vote of such Directors, even though less than a quorum of Disinterested Directors; or quorum, or (Biii) if there are no Directors who are not parties to such action, suit or proceeding, or if such Directors so direct, by independent legal counsel in a quorum is not obtainable orwritten opinion, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, or (xiv) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders stockholders of the Corporation. If Company; and, if it is so determined that Director the Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director . (b) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director the Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys' ’ fees and disbursements) incurred by Director the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's the Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director the Indemnitee harmless therefrom. (bc) In the event the making a determination of with respect to entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereofhereunder, the Independent Counsel person or persons or entity making such determination shall be selected as provided in presume that such Indemnitee is entitled to indemnification under this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardAgreement, and the Corporation Company shall give written notice have the burden of proof to Director advising him overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the identity Company (including by its Directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because such Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its Directors or independent legal counsel) that such Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that such Indemnitee has not met the applicable standard of conduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Independent Counsel so selected. If a Change in Control shall have occurredCompany, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Boardand, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved any criminal action or proceeding, had reasonable cause to believe that the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional Indemnitee’s conduct then prevailing)was unlawful.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by the Director for indemnification pursuant to the first sentence of Section 9(a5(a), a determination, if required by applicable law or this Agreementlaw, with respect to the Director's ’s entitlement thereto shall be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to the Director; or or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by a majority vote of the Disinterested Directors, even though less than a quorum of Disinterested Directors; or the Board, (B) if such by a quorum is not obtainable orcommittee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if obtainable, though less than a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b)Board, or (yC) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the shareholders Board, a copy of which shall be delivered to the Corporation. If Director; and, if it is so determined that the Director is entitled to indemnification, payment to the Director shall be made within ten (10) days after such determination. The Director shall cooperate with the person, persons or entity making such determination with respect to the Director's ’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to the Director and reasonably necessary to such determination. Any costs or expenses Expenses (including attorneys' ’ fees and disbursements) incurred by the Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to the Director's ’s entitlement to indemnification) and the Indemnitors Corporations hereby indemnifies indemnify and agrees agree to hold the Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a6(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b6(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation Company shall give written notice to the Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by the Director (unless the Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Director shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by the Director of a written request for indemnification pursuant to Section 10(a5(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or the Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of designated Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a6(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)8(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(b), regardless of the manner in which such Independent Counsel was selected or appointed.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's ’s entitlement thereto shall be made in the specific case: (i) if a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if neither a Potential Change in Control nor a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, Directors so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director's ’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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by or on behalf of Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Corporation (irrespective of the determination as to Director's ’s entitlement to indemnification) and the Indemnitors Corporation hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If neither a Potential Change in Control or a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) If the Corporation disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected case in accordance with Section 10(b13.1-701(B) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the CorporationVirginia Act and Section VI C of the Company’s Articles of Incorporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b9(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) 8 hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court the Virginia Court (as defined in Section 20 of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association this Agreement) for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Executive for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to DirectorExecutive's entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to DirectorExecutive; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. <PAGE> If it is so determined that Director Executive is entitled to indemnification, payment to Director Executive shall be made within ten days after such determination. Director Executive shall cooperate with the person, persons or entity making such determination with respect to DirectorExecutive'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 Director Executive and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director Executive in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors (irrespective of the determination as to DirectorExecutive's entitlement to indemnification) and the Indemnitors hereby indemnifies and agrees to hold Director Executive harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director Executive advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Executive (unless Director Executive shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director Executive shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director Executive or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to DirectorExecutive, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director Executive of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director Executive may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director Executive to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).. <PAGE>

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence Section 11(a) of Section 9(a)this Agreement, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: with respect to such request as follows: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iii) if a Change in Control shall have occurredthere are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; orIndemnitee or (iv) if so directed by the Board, by the stockholders of the Company. (iib) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined pursuant to Section 12(a) hereof that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance written request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) Expenses incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a)(iii) hereof, the Independent Counsel shall be selected as provided in this Section 10(b12(c). If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the following sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22(g) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator the Delaware Court has determined that such objection is without merit. If, within 20 twenty (20) days after the later of (i) submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof and (ii) the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association Delaware Court for resolution of any objection that shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected case in accordance with Section 10(b13.1-701(B) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the CorporationVirginia Act and Section 7.3 of the Company’s Articles of Incorporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b9(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) 8 hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court the Virginia Court (as defined in Section 20 of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association this Agreement) for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)) above, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall promptly be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) Counsel, in a written opinion to the Board, a copy of which shall be delivered to DirectorIndemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board in accordance with the DGCL, which approval will not be unreasonably withheld; or or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board consisting solely of one or more Disinterested Directors; or , (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) Independent Counsel has been selected by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b)the DGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, by Independent Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (yC) if so directed by a majority of the members of the Board, by the shareholders stockholders of the CorporationCompany. If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determinationdetermination in the discretion of the Board or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(a). Any costs or expenses (including attorneys' fees and disbursements) Expenses incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors hereby indemnifies Company shall indemnify and agrees to hold Director Indemnitee harmless therefrom. (b) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, (i) the Independent Counsel shall be selected by the BoardCompany within ten (10) days of the Submission Date (the cost of each such counsel to be paid by the Company), and the Corporation (ii) shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation Indemnitee advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a Company Indemnitee’s 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 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so mademade by Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without meritwithdrawn. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, If no Independent Counsel shall have been selected and not objected to, either to before the Corporation or Director may petition later of (i) thirty (30) days after the later of submission by Indemnitee of a court of competent jurisdiction or commence an arbitration before a single arbitrator written request for indemnification pursuant to Section 9(a) hereof (the Commercial Arbitration Rules “Submission Date”) and (ii) ten (10) days after the final disposition of the American Arbitration Association for resolution Proceeding, each of any objection that the Company and Indemnitee shall have been made by select a law firm or member of a law firm meeting the Corporation or Director qualifications to the other's selection of Independent Counsel or for the appointment serve as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designateCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected case in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders 13.1-701B of the CorporationVirginia Act and Section VI C of the Company’s Articles of Incorporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a9(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b9(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) 8 hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court the Virginia Court (as defined in Section 20 of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association this Agreement) for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)) or for advances pursuant to the first sentence of Section 8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(ba written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, provided that such directors constitute a quorum of the Board, (B) if a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors) constituting a quorum of the Board, (C) if there are not at least two Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Director; or Indemnitee or (iiD) if a Change in Control so directed by the Board, by the stockholders of the Company (excluding shares owned by or voted under the control of directors that are at the time parties to the Proceeding); provided, however, that if Independent Counsel makes the determination that Indemnitee is entitled to indemnification, the authorization of indemnification and the evaluation as to reasonableness of expenses shall not have occurred, be made by the persons set forth in the following manner: foregoing clause (Aii)(A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainablenecessary, a quorum of Disinterested Directorsclause (ii)(B). If, acting upon written request made by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Indemnitee pursuant to Section 10(b9(a), or (y) by the shareholders of the Corporation. If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee of all authorized indemnification amounts, including expenses determined to be reasonable, shall be made within ten (10) days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to DirectorIndemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to DirectorIndemnitee's entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel counsel shall be selected by the BoardBoard of Directors, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, 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 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counselcounsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a9(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to DirectorIndemnitee; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested DirectorsDirectors upon a finding that Indemnitee is not barred from receiving such indemnification pursuant to item (i) or (ii) of Section 3(b); or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, Directors so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), that indemnification is proper in the circumstances because Indemnitee is not barred from receiving such indemnification pursuant to item (i) or (ii) of Section 3(b), or (y) by the shareholders of the CorporationCorporation upon a finding that Indemnitee is not barred from receiving such indemnification pursuant to item (i) or (ii) of Section 3(b). If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's 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 Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Corporation (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Corporation hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the Corporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director Indemnitee may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director Indemnitee to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Executive for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's Executive’s entitlement thereto shall be made in the specific case: (i) if a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to DirectorExecutive; or (ii) if neither a Potential Change in Control nor a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, Directors so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director Executive is entitled to indemnification, payment to Director Executive shall be made within ten days after such determination. Director Executive shall cooperate with the person, persons or entity making such determination with respect to Director's Executive’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 Director Executive and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director or on behalf of Executive in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Corporation (irrespective of the determination as to Director's Executive’s entitlement to indemnification) and the Indemnitors Corporation hereby indemnifies and agrees to hold Director Executive harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If neither a Potential Change in Control or a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director Executive advising him of the identity of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Executive (unless Director Executive shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director Executive shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director Executive or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to DirectorExecutive, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director Executive of a written request for indemnification pursuant to Section 10(a) hereof and or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director Executive may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director Executive to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) If the Corporation disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's ’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of Disinterested Directors (even if such Disinterested Directors shall be less than a quorum of Disinterested Directors; orthe Board); (B) if such the Board, acting by a quorum is not obtainable or, even if obtainable, a quorum majority vote of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b)) in a written opinion to the Board, or (y) by the shareholders of the Corporation; or (C) if there are no Disinterested Directors, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director's ’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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Corporation (irrespective of the determination as to Director's ’s entitlement to indemnification) and the Indemnitors Corporation hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of (i) submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and or (ii) the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for Any indemnification pursuant to the first sentence under paragraphs (a), (b), (c) and (d) of Section 9(a), 2 (unless ordered by a determination, if required by applicable law or this Agreement, with respect to Director's entitlement thereto court) shall be made by the Company within 65 days of the submission by the Indemnitee of the Indemnification Statement (as defined under Section 7(a) hereof) and only as authorized in the specific case: case upon a determination (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b7 hereof) that indemnification of Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a), (b), (c) and (d) of Section 2. Such determination shall be made (i) by a majority vote of Disinterested Directors, even if the number of Disinterested Directors is less than a quorum, or (ii) if there are no Disinterested Directors or if a majority of Disinterested Directors so directs, in a written opinion to by independent legal counsel retained and paid by the BoardCompany, a copy of which shall or (iii) by the stockholders. The independent legal counsel may be delivered to Director; or (ii) if a Change in Control shall not have occurredoutside counsel currently or previously employed by the Company, in the following manner: provided that such counsel (A) by has not provided legal services to the Board acting by majority vote of a quorum of Disinterested Directors; or Indemnitee personally, (B) if such a quorum is does not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by regularly advise the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), Directors or (y) by the shareholders senior management of the Corporation. If it is so determined that Director is entitled Company with respect to indemnificationtheir actions, payment duties and responsibilities, and (C) and has not provided legal services to Director shall be made within ten days after such determination. Director the Company or the Indemnitee with respect to the transaction or matter out of which the Proceeding arose. (b) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to DirectorIndemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys' fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to DirectorIndemnitee's entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event . The person, persons or entity making the determination of with respect to Indemnitee's entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis notify Indemnitee of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 determination no later than five (5) business days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)determination is made.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a1) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a11(2), a determination, if required by applicable law or this Agreementlaw, with respect to DirectorIndemnitee's entitlement thereto shall be made in the specific case: case by one of the following methods, which shall be at the election of Indemnitee: (i) if by a Change in Control shall have occurredmajority vote of the Disinterested Directors, even though less than a quorum of the Board; or (ii) by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the CorporationIndemnitee. If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to DirectorIndemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to DirectorIndemnitee's entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b2) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(1) hereof, the Independent Counsel shall be selected as provided in this Section 10(b12(2). If a Change in Control shall not have occurred, the The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors), and the Corporation Indemnitee shall give written notice to Director the Company advising him it of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be is selected by Director (unless Director shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Company shall give written notice to the Corporation Indemnitee advising it him of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been givenreceived, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator of competent jurisdiction has determined that such objection is without merit. If, within 20 days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a11(1) hereof and the final disposition of the Proceedinghereof, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association Delaware Court (as defined below) for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designatethe Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a12(1) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)14(1) 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). (3) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon Any indemnification under Sections 4, 5, 6 or 7 shall be made no later than 45 days after receipt of the written request by Director for indemnification pursuant to of the first sentence of Section 9(a)Director, a determinationand, if required by applicable law or this Agreementlaw, only as authorized in the specific case upon a determination that indemnification of the Director is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 145(a) and (b) of the DGCL. Such determination shall be made, with respect to Director's entitlement thereto shall be made in a person who is a director or officer at the specific casetime of such determination: (ia) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum; or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (c) if a Change in Control shall have occurredthere are no such directors, or if such directors so direct, by Independent Counsel selected in accordance with Section 10(b) independent legal counsel in a written opinion to the Boardopinion, a copy of which counsel shall be delivered to Director; or appointed (i) by a majority vote of the Board of Directors or its committee in the manner prescribed by paragraph (a) or paragraph (b) of this Section 11, or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by quorum of the Board acting of Directors cannot be obtained under paragraph (a) of this Section 11 or a committee cannot be designated under paragraph (b) of this Section 11, then by a majority vote of a quorum the full Board of Disinterested Directors, including directors who are parties to the applicable Proceeding; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (yd) by the shareholders of the Corporation. If it is so determined ; provided that following: a Change in Control, all determinations concerning the rights of the Director is entitled to indemnification, payment indemnity payments and expense advances under this Agreement or any other agreement or under applicable law or the Corporation’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Director indemnification shall be made within ten days after such determination. Director shall cooperate with by independent counsel selected by the person, persons or entity making such determination with respect to Director'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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne approved by the Indemnitors Corporation (irrespective of which approval shall not be unreasonably withheld or delayed), and who has not otherwise performed services for the determination as to Director's entitlement to indemnificationCorporation or the Director (other than in connection with indemnification matters) and within the Indemnitors hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the last five years. The Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurredinclude any person who, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Director in an action to determine Director’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Corporation and Director as to whether and to what extent the Director should be permitted to be indemnified under applicable law. The Corporation agrees to pay the reasonable fees of any independent counsel engaged hereunder and to advance expenses for and indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss and damages arising out of or relating to this Agreement or the engagement of independent counsel pursuant hereto. If the person or persons so empowered to make a determination pursuant to this Section 11 shall have failed to make the requested determination within ninety (90) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendre or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Corporation to determine the Director's entitlement to indemnification, the requisite determination that the Director is entitled to indemnification shall be deemed to have been made.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(b), a determination, if required by applicable law or this Agreementlaw, with respect to DirectorIndemnitee's entitlement thereto shall be made in the specific case: : (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; or (ii) if a Change so requested by the Indemnitee in Control shall have occurredhis or her sole discretion, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the CorporationIndemnitee. If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to DirectorIndemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to DirectorIndemnitee's entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten 10 days after such written notice of selection shall have been givenreceived, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the -------- ------- ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator of competent jurisdiction has determined that such objection is without merit. If, within 20 days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a10(b) hereof and the final disposition of the Proceedinghereof, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto pursuant to the mandatory terms of this Agreement, pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: : (i) by a majority vote of the Disinterested Directors, whether or not such directors otherwise would constitute a quorum of the Board; (ii) by a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such directors would otherwise constitute a quorum of the Board, or (iii) if a Change there are no Disinterested Directors or if so requested by (x) the Indemnitee in Control shall have occurredhis or her sole discretion or (y) the Disinterested Directors, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control Indemnitee. Indemnitee shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director shall reasonably cooperate with the person, persons or entity making such the determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any The Company shall pay any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefromfrom any such costs and expenses. (b) If it is determined that Indemnitee is entitled to indemnification requested by the Indemnitee in a written application submitted to the Company pursuant to Section 10, payment to Indemnitee shall be made within ten (10) days after such determination. All advances of Expenses requested in a written statement by Indemnitee pursuant to Section 9(b) prior to a final determination of eligibility for indemnification shall be paid in accordance with Section 9. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b11(c). If a Change in Control shall not have occurred, the The Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by a majority of the Board, Disinterested Directors then in which event the preceding sentence shall applyoffice), and Director Indemnitee or the Company (as applicable) shall give written notice to the Corporation other party advising it of the identity of the Independent Counsel so selected. In either event, Director The Company or the CorporationIndemnitee, as the case may be, may, within ten (10) days after such written notice of selection shall have been givenreceived, deliver to the Corporation Indemnitee or to Directorthe Company, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator of competent jurisdiction has determined that such objection is without merit. If. (d) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof, and if, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a10(b) hereof and the final disposition of the Proceedinghereof, no Independent Counsel shall have been selected and not objected to, either the Corporation Company or Director Indemnitee may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that which shall have been made by the Corporation Company or Director Indemnitee to the other's ’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator the Court or by such other person as such court or arbitrator the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a11(a) hereof. . (e) The Company agrees to pay the reasonable fees and expenses of the Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. (f) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)13(a) of this Agreement, any Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director shall cooperate with the person, persons <PAGE> or entity making such determination with respect to Director'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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors (irrespective of the determination as to Director's entitlement to indemnification) and the Indemnitors hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).. <PAGE>

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a A determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto to indemnification shall be made in the specific case: (i) if a Change in Control shall have occurred, case by Independent Counsel selected (unless Indemnitee shall request that such determination be made by the Board of Directors, in accordance with Section 10(bwhich case by the person or persons or in the manner provided for in this Section (a) in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in Indemnitee. If the following manner: (A) determination is to be made by the Board acting of Directors, it shall be done by a majority vote of a quorum consisting of Disinterested Directors; , or (B) , if such a quorum is not obtainable or, even if obtainable, by a quorum majority vote of Disinterested a committee of the Board of Directors, acting designated to act in the matter by a majority votevote of all directors, so directs, (x) by consisting solely of two or more Disinterested Directors or if a committee of the Board upon the opinion in writing of Directors consisting solely of two or more Disinterested Directors is not obtainable, by Independent Counsel selected in accordance with Section 10(b)a written opinion to the Board of Directors, or (y) by the shareholders a copy of the Corporationwhich shall be delivered to Indemnitee. If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses Expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a12(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, Indemnitee and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selectedselected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Director or the Corporation, as the case may be, mayThe Company, within ten (10) days after such written notice of selection shall have been givenreceived, may deliver to the Corporation or to Director, as the case may be, Indemnitee 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 22 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator of competent jurisdiction has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a11(a) hereof and the final disposition of the Proceedinghereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director Indemnitee may petition a the Delaware Court or other court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that which shall have been made by the Corporation or Director Company as to the other's Indemnitee’s selection of Independent Counsel or and/or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designatethe Indemnitee, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a12(a) 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 12 (a) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this section 12(b), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)this Agreement, a determination, if required by applicable law or this Agreementlaw, with respect to DirectorIndemnitee's entitlement thereto shall be made promptly in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) Counsel, in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to DirectorIndemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval will not be unreasonably withheld; or or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting of Directors by a majority vote of a quorum consisting of Disinterested Directors; Directors or (B) , if such a quorum is cannot obtainable orbe obtained, even if obtainable, then by a quorum majority vote of a duly-authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors, acting or (B) by majority voteIndependent Counsel, so directsin a written opinion to the Board of Directors, (x) a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by the Board upon the opinion in writing of Independent Counsel selected Directors in accordance with Section 10(b)2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, or (yC) if so directed by a majority of the members of the Board of Directors, by the shareholders stockholders of the CorporationCompany. (b) The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall reasonably cooperate with the personPerson, persons Persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such personPerson, persons Persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses Expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the personPerson, persons Persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (bc) In The Company agrees to pay the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, reasonable fees and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection Expenses of Independent Counsel or for the appointment as and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of a person selected by such court or arbitrator relating to this Agreement or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration its engagement pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable law or this Agreement, with respect to Director's ’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to Director; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, Directors so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Corporation. If it is so determined that Director is entitled to indemnification, payment to Director shall be made within ten days after such determination. Director shall cooperate with the person, persons or entity making such determination with respect to Director's ’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 Director and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Corporation (irrespective of the determination as to Director's ’s entitlement to indemnification) and the Indemnitors Corporation hereby indemnifies and agrees to hold Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's ’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)) or for advances pursuant to the first sentence of Section 8, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to DirectorIndemnitee; or or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by a majority vote of the Disinterested Directors, provided that such directors constitute a quorum of Disinterested Directors; or the Board, (B) if such a quorum is not obtainable or, even if obtainable, a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors, acting by majority vote, so directs) constituting a quorum of the Board, (xC) if there are not at least two Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board upon Board, by the opinion in writing stockholders of the Company (excluding shares owned by or voted under the control of directors that are at the time parties to the Proceeding); provided, however, that if Independent Counsel selected makes the determination that Indemnitee is entitled to indemnification under the DGCL, the authorization of indemnification and the evaluation as to reasonableness of expenses shall be made by the persons set forth in accordance with the foregoing clause (ii)(A) or, if necessary, clause (ii)(B). If, upon written request made by Indemnitee pursuant to Section 10(b9(a), or (y) by the shareholders of the Corporation. If it is so determined that Director Indemnitee is entitled to indemnificationindemnification under the DGCL, payment to Director Indemnitee of all authorized indemnification amounts, including expenses determined to be reasonable, shall be made within ten (10) days after such determination. Director . (b) Indemnitee shall cooperate with the person, persons or entity making such the determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall be made in the specific case: : (i) if a Change in of Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to DirectorIndemnitee; or or (ii) if a Change in of Control shall not have occurred, in the following manner: (A) by the Board acting by a majority vote of a quorum consisting of Disinterested Directors; or , (B) if such a quorum cannot be obtained then by a majority vote of a committee of the Board consisting solely of Disinterested Directors designated by a majority vote of the Board in which directors who are parties to the Proceeding in respect of which indemnification is sought may participate, (C) if a quorum of the Board consisting of Disinterested Directors is not obtainable obtainable, and if a majority vote of a committee of the Board consisting solely of Disinterested Directors is not obtainable, or, even if obtainable, a obtainable such quorum of Disinterested Directors, acting or such committee, by a majority vote, vote so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (xD) if so directed by a majority of the members of the Board, by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders stockholders of the Corporation. If Company; and, if it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten (10) days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' ’ fees and disbursements) incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors Company hereby indemnifies and agrees to hold Director Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b11(b). If a Change in of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard or a committee of the Board consisting solely of Disinterested Directors, by the vote required by applicable law for the selection of Independent Counsel, and the Corporation Company shall give written notice to Director Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in of Control shall have occurred, the Independent Counsel shall be selected by Director Indemnitee (unless Director Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), subject to approval by the Board, or a committee thereof consisting solely of Disinterested Directors, by the vote required by applicable law for the selection of Independent Counsel, and Director Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Counsel so selected. Any such approval by the Board or a committee thereof consisting solely of Disinterested Directors, will not be unreasonably withheld and by such approval the Board or committee shall be deemed to have joined in such selection. In either event, Director Indemnitee or the CorporationCompany, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation Company or to DirectorIndemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "“Independent Counsel" ” as defined in Section 22 of this Agreement, and the objection shall set forth with particularity the factual basis of for such assertion. Absent a proper and timely objection, the person so selected (and, if a Change of Control shall have occurred, approved by the Board or a committee thereof consisting solely of Disinterested Directors) shall act as Independent Counsel. If such written objection is so mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within 20 twenty (20) days after the later of submission by Director Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Corporation or Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection that shall have been made by the Corporation or Director to the other's selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Director Indemnitee for indemnification pursuant to the first sentence of Section 9(a)) above, a determination, if required by applicable law or this Agreementlaw, with respect to Director's Indemnitee’s entitlement thereto shall promptly be made in the specific case: : (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) Counsel, in a written opinion to the Board, a copy of which shall be delivered to DirectorIndemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval will not be unreasonably withheld; or or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board consisting solely of one or more Disinterested Directors; or , (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, acting by majority vote, so directs, (x) Independent Counsel has been selected by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b)2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, by Independent Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (yC) if so directed by a majority of the members of the Board, by the shareholders stockholders of the CorporationCompany. If it is so determined that Director Indemnitee is entitled to indemnification, payment to Director Indemnitee shall be made within ten days after such determination. Director Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Director's Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that which is not privileged or otherwise protected from disclosure and that which is reasonably available to Director Indemnitee and reasonably necessary to such determinationdetermination in the discretion of the Board or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(a). Any costs or expenses (including attorneys' fees and disbursements) Expenses incurred by Director Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Indemnitors Company (irrespective of the determination as to Director's Indemnitee’s entitlement to indemnification) and the Indemnitors hereby indemnifies Company shall indemnify and agrees to hold Director Indemnitee harmless therefrom. (b) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, (i) the Independent Counsel shall be selected by the BoardCompany within ten (10) days of the Submission Date (the cost of each such counsel to be paid by the Company), and the Corporation (ii) shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Director shall give written notice to the Corporation Indemnitee advising it of the identity of the Independent Counsel so selected. In either event, Director or the Corporation, as the case may be, selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation or to Director, as the case may be, a Company Indemnitee’s 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 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so mademade by Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without meritwithdrawn. If, within 20 days after the later of submission by Director of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, If no Independent Counsel shall have been selected and not objected to, either to before the Corporation or Director may petition later of (i) thirty (30) days after the later of submission by Indemnitee of a court of competent jurisdiction or commence an arbitration before a single arbitrator written request for indemnification pursuant to Section 9(a) hereof (the Commercial Arbitration Rules “Submission Date”) and (ii) ten (10) days after the final disposition of the American Arbitration Association for resolution Proceeding, each of any objection that the Company and Indemnitee shall have been made by select a law firm or member of a law firm meeting the Corporation or Director qualifications to the other's selection of Independent Counsel or for the appointment serve as Independent Counsel of a person selected by such court or arbitrator or by such other person as such court or arbitrator shall designateCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a)) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).