EXHIBIT 10.2
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INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made this May 21, 1999, by
and between ▇▇▇▇▇▇▇ Manufacturing Co., Inc., a Delaware corporation
("Company"), and _______________________________________ ("Indemnitee"),
with reference to the following facts:
Competent and experienced persons may be reluctant to serve
corporations as directors or officers or in other capacities unless they
are provided with adequate protection through liability insurance or
adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to the corporation. The
current unavailability, inadequacy and cost of insurance and
uncertainties relating to indemnification have increased the difficulty
of attracting and retaining such persons.
The Board of Directors of the Company has determined that it is in
the interests of the Company's shareholders to attract and retain such
persons and that the Company should act to assure such persons of
appropriate and lawful protection in the future. Section 145 of the
Delaware Corporation Law and the Certificate of Incorporation and Bylaws of
the Company empower the Company to indemnify its officers, directors,
employees and agents by agreement and to indemnify persons who serve, at the
request of the Company, as directors, officers, employees or agents of other
corporations or enterprises, and section 145 expressly provides that the
indemnification provided therein is not exclusive.
The Company believes that it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify such persons
to the fullest extent permitted by applicable law, so that they will serve
or continue to serve the Company free from undue concern that they will not
be so indemnified. Indemnitee is willing to serve or continue to serve and
to take on additional service for or on behalf of the Company on the
condition that Indemnitee be so indemnified.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein, the Company and Indemnitee hereby agree as
follows:
1. Definitions. For purposes of this Agreement:
(a) "Board" means the Board of Directors of the Company
(excluding any direct or indirect subsidiary or parent of the Company).
(b) "Change of Control" means a change in control of the
Company occurring after the Effective Date of a nature that would be
required to be reported in response to Item 1 of Form 8-K (or in response
to any similar item on any similar schedule or form) promulgated under
the Securities Exchange Act of 1934, as amended (the "Act"), whether or
not the Company is then subject to such reporting requirement; provided
that, without limiting the foregoing, a Change of Control shall be deemed
to have occurred if after the Effective Date (i) any "person" (as that
term is used in sections 13(d) and 14(d) of the Act) becomes the
"beneficial owner" (as that term is defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing thirty
percent or more of the combined voting power of the Company's then
outstanding securities without the prior approval of at least two-thirds
of the members of the Board in office immediately prior to such person
attaining such percentage; (ii) the Company is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board in office
immediately prior to such transaction or event constitute less than a
majority of the Board thereafter; or (iii) during any period of twenty-
four calendar months, individuals who at the beginning of such period
constituted the Board (including for this purpose any new director whose
election or nomination for election by the Company's shareholders is
approved by a vote of at least two-thirds of the directors then still in
office who shall have been directors at the beginning of such period)
cease for any reason to constitute at least a majority of the Board.
(c) Unless the context indicates otherwise, the term
"Company" as used in this Agreement shall be deemed to include any direct
or indirect subsidiary or parent of the Company.
(d) "Corporate Status" describes the status of a person who
is or was a director, officer, employee, agent or fiduciary of the
Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which such person is or was
serving at the request of the Company.
(e) "Disinterested Director" means a member of the Board who
is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.
(f) "Effective Date" means the date in the first paragraph of
this Agreement.
(g) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses incurred in prosecuting, defending, preparing to prosecute or
defend, investigating, or being or preparing to be a witness in a
Proceeding.
(h) "Independent Counsel" means a law firm, or a member of a
law firm, that is experienced in matters of corporation law and neither
presently is, nor in the five years preceding commencement of a Proceeding
giving rise to a claim for indemnification hereunder shall have been,
retained to represent: (i) the Company or Indemnitee in any matter material
to either such party, or (ii) any other party to such Proceeding.
Notwithstanding the foregoing, the term "Independent Counsel" shall not
include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's
rights under this Agreement.
(i) "Proceeding" includes any action, suit, arbitration,
alternative dispute resolution mechanism, investigation, administrative
hearing or any other proceeding whether civil, criminal, administrative or
investigative, whether or not initiated prior to the Effective Date, except
a proceeding initiated by Indemnitee pursuant to section 11 of this
Agreement to enforce Indemnitee's rights under this Agreement.
2. Agreement to Serve. Indemnitee confirms that Indemnitee has
agreed, in reliance on the covenants and agreements in this Agreement, to
serve as a director, officer, employee, agent or fiduciary of the Company or
at the request of the Company, as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. Indemnitee may at any time and
for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law). The Company
shall have no obligation under this Agreement to continue Indemnitee in any
position with the Company.
3. Indemnification -- General. The Company shall indemnify and
defend, and advance Expenses to, Indemnitee as provided below in this
Agreement and to the fullest extent permitted by applicable law in effect on
the Effective Date hereof and to such greater extent as applicable law may
thereafter from time to time permit.
4. Third Party Actions. Indemnitee shall be entitled to the
rights of indemnification provided in this section 4 if, by reason of
Indemnitee's Corporate Status, Indemnitee is, or is threatened to be made, a
party to any threatened, pending or completed Proceeding, other than a
Proceeding by or in the right of the Company. Pursuant to this section 4,
the Company shall indemnify and defend Indemnitee against Expenses,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on Indemnitee's behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee believed to be in or not
opposed to the best interests of the Company, and, with respect to any
criminal Proceeding, had no reasonable cause to believe Indemnitee's conduct
was unlawful.
5. Derivative Actions. Indemnitee shall be entitled to the rights
of indemnification provided in this section 5 if, by reason of Indemnitee's
Corporate Status, Indemnitee is, or is threatened to be made, a party to any
threatened, pending or completed Proceeding brought by or in the right of
the Company to procure a judgment in its favor. Pursuant to this section 5,
the Company shall indemnify and defend Indemnitee against Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection with such Proceeding if Indemnitee acted in good faith and in a
manner Indemnitee believed to be in or not opposed to the best interests of
the Company. Notwithstanding the foregoing, no indemnification against such
Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to
the Company if applicable law prohibits such indemnification; provided that,
if applicable law so permits, indemnification against Expenses shall
nevertheless be made by the Company in such event if and only to the extent
that the Court of Chancery of the State of Delaware, or the court in which
such Proceeding shall have been brought or is pending, shall determine.
6. Indemnification for Expenses of Indemnitee. Notwithstanding
any provision of this Agreement to the contrary, to the extent that
Indemnitee is, by reason of Indemnitee's Corporate Status, a party to and is
successful, on the merits or otherwise, in any Proceeding, Indemnitee shall
be indemnified against all Expenses incurred by Indemnitee or on
Indemnitee's behalf in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses
incurred by Indemnitee or on Indemnitee's behalf in connection with each
successfully resolved claim, issue or matter. For purposes of this section
6 and without limitation, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed
to be a successful result as to such claim, issue or matter.
7. Indemnification for Expenses of a Witness. Notwithstanding any
other provision of this Agreement to the contrary, to the extent that
Indemnitee is, by reason of Indemnitee's Corporate Status, a witness in any
Proceeding, Indemnitee shall be indemnified against all Expenses actually
and reasonable incurred by Indemnitee or on Indemnitee's behalf in
connection therewith.
8. Advancement of Expenses. The Company shall advance all
reasonable Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding within twenty days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or
accompanied by an undertaking by or on behalf of Indemnitee to repay any
Expenses advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified against such Expenses.
9. Indemnification Procedure.
(a) To obtain indemnification under this Agreement, Indemnitee
shall submit to the Chief Financial Officer of the Company (or to such other
officer as may be designated by the Board) a written request, including such
documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. Such officer of the Company shall, promptly
on receipt of such a request for indemnification, advise the Board in
writing that Indemnitee has requested indemnification.
(b) On written request by Indemnitee for indemnification
pursuant to section 9(a), a determination, if required by applicable law,
with respect to Indemnitee's entitlement thereto shall be made in the
specific case: (i) if a Change of Control shall have occurred, by
Independent Counsel (unless Indemnitee shall request that such determination
be made by the Board or the shareholders, in which case by the person or
persons or in the manner provided in clause (ii) or (iii) of this section
9(b)) in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by
the Board by a majority vote of a quorum consisting of Disinterested
Directors or (B) if a quorum of the Board consisting of Disinterested
Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee or
(C) if directed by the Board, by the shareholders of the Company; or (iii)
as provided in section 10(b) of this Agreement. If it is so determined that
Indemnitee is entitled to indemnification, payment to or on behalf of
Indemnitee shall be made within ten days after such determination.
Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to Indemnitee's entitlement to indemnification,
including providing to such person, persons or entity on reasonable advance
request any documentation or information that is not privileged or otherwise
protected from disclosure and that is reasonably available to Indemnitee and
reasonably necessary to such determination. Any Expenses incurred by
Indemnitee in so cooperating with the person, persons, or entity making such
determination shall be borne by the Company (irrespective of the
determination as to Indemnitee's entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
(c) If the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to section 9(b), the Independent
Counsel shall be selected as provided in this section 9(c). If a Change of
Control shall not have occurred, the Independent Counsel shall be selected
by the Board, and the Company shall give written notice to Indemnitee
advising Indemnitee of the identity of the Independent Counsel so selected.
If a Change of Control shall have occurred, the Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection
be made by the Board, in which event the preceding sentence shall apply),
and Indemnitee shall give written notice to the Company advising it of the
identity of the Independent Counsel so selected. In either event,
Indemnitee or the Company, as the case may be, may, within seven days after
such written notice of selection shall have been given, deliver to the
Company or to Indemnitee, as the case may be, a written objection to such
selection. Such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of
"Independent Counsel" as defined in section 1, and the objection shall set
forth with particularity the factual basis of such assertion. If such
written objection is made, the Independent Counsel so selected may not serve
as Independent Counsel, unless and until a court shall have determined that
such objection is without merit. If, within twenty days after submission by
Indemnitee of a written request for indemnification pursuant to section
9(a), no Independent Counsel shall have been selected and not objected to,
either the Company or Indemnitee may petition the Court of Chancery of the
State of Delaware for resolution of any objection which shall have been made
by the Company or Indemnitee to the other's selection of Independent Counsel
and or for the appointment as Independent Counsel of a person selected by
the Court or by such other person as the Court shall designate, and the
person with respect to whom an objection is so resolved or the person so
appointed shall act as Independent Counsel under section 9(b). The Company
shall pay any and all reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with acting pursuant to
section 9(b), and the Company shall pay all reasonable fees and Expenses
incident to the procedures of this section 9(c), regardless of the manner in
which such Independent Counsel is selected or appointed. On the due
commencement of any judicial proceeding or arbitration pursuant to section
11(a)(iii), Independent Counsel shall be discharged and relieved of any
further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).
10. Presumptions and Effect of Certain Proceedings.
(a) If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification hereunder, the
person, persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee
shall have submitted a request for indemnification in accordance with
section 9(a) of this Agreement, and the Company shall have the burden of
proof to overcome that presumption in connection with the making by any
person, persons or entity of any determination contrary to that presumption.
(b) If the person, persons or entity empowered or selected
under section 9 to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within sixty days after
receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and
Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of
such indemnification under applicable law; provided that such sixty-day
period may be extended for a reasonable time, not to exceed an additional
thirty days, if the person, persons or entity making the determination with
respect to entitlement to indemnification in good faith requires such
additional time for the obtaining or evaluating information relating
thereto; and provided further that the foregoing provisions of this section
10(b) shall not apply (i) if the determination of entitlement to
indemnification is to be made by the shareholders pursuant to section
9(b)and if (A) within fifteen days after receipt by the Company of the
request for such determination the Board shall have resolved to submit such
determination to the shareholders for their consideration at an annual
meeting thereof to be held within seventy-five days after such receipt and
such determination is made thereat, or (B) a special meeting of shareholders
is called within fifteen days after such receipt for the purpose of making
such determination, such meeting is held for such purpose within sixty days
after having been so called and such determination is made thereat, or (ii)
if the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to section 9(b).
(c) The termination of any Proceeding or of any claim, issue
or matter therein, by judgment, order, settlement or conviction, or on a
plea of nolo contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect the right
of Indemnitee to indemnification or create a presumption that Indemnitee did
not act in good faith and in a manner which Indemnitee believed to be in or
not opposed to the best interests of the Company or, with respect to any
criminal Proceeding, that Indemnitee had reasonable cause to believe that
Indemnitee's conduct was unlawful.
11. Remedies of Indemnitee.
(a) Indemnitee shall be entitled to an adjudication in an
appropriate court of the State of Delaware, or in any other court of
competent jurisdiction, of Indemnitee's entitlement to indemnification or
advancement of expenses if (i) a determination is made pursuant to section 9
that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses is not timely made pursuant to section 8, (iii)
the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to section 9(b) and such determination shall
not have been made and delivered in a written opinion within ninety days
after receipt by the Company of the request for indemnification, (iv)
payment of indemnification is not made pursuant to section 5 within ten days
after receipt by the Company of a written request therefor, or (v) payment
of indemnification is not made within ten days after a determination has
been made that Indemnitee is entitled to indemnification or such
determination is deemed to have been made pursuant to section 9 or 10.
Indemnitee shall commence such proceeding seeking an adjudication within 180
days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this section 11(a). The Company shall not
oppose Indemnitee's right to seek any such adjudication.
(b) If a determination shall have been made pursuant to
section 9 that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this section 11 shall be conducted in all
respects as a de novo trial on the merits, and Indemnitee shall not be
prejudiced by reason of that adverse determination. If a Change of Control
shall have occurred, in any judicial proceeding commenced pursuant to this
section 11 the Company shall have the burden of proving that Indemnitee is
not entitled to indemnification or advancement of Expenses, as the case may
be.
(c) If a determination shall have been made or deemed to have
been made pursuant to section 9 or 10 that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding commenced pursuant to this section 11, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of
such indemnification under applicable law.
(d) The Company shall be precluded from asserting in any
judicial proceeding commenced pursuant to this section 11 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court that the Company is bound
by all provisions of this Agreement.
(e) If Indemnitee, pursuant to this section 11, seeks a
judicial adjudication to enforce Indemnitee's rights under, or to recover
damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company against,
any and all expenses (of the types described in the definition of Expenses
in section 1) incurred by Indemnitee in such judicial adjudication, but only
if Indemnitee prevails therein. If it is determined in such judicial
adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by
Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.
12. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.
(a) The rights of indemnification and to receive advancement
of Expenses as provided by this Agreement shall not be deemed exclusive of
any other rights to which Indemnitee may at any time be entitled under
applicable law, the Certificate of Incorporation, the Bylaws, any agreement,
a vote of shareholders or a resolution of directors, or otherwise. No
amendment, alteration or termination of this Agreement or any provision
hereof shall be effective as to Indemnitee with respect to any action taken
or omitted by Indemnitee in Indemnitee's Corporate Status prior to such
amendment, alteration or termination.
(b) To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers,
employees, agents or fiduciaries of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
that such person serves at the request of the Company, Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to
the maximum extent of the coverage available for any such director, officer,
employee, agent or fiduciary under such policy or policies.
(c) In the event of any payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and
take all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce
such rights.
(d) The Company shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that Indemnitee shall have otherwise received such payment under any
insurance policy, contract, agreement or otherwise.
(e) The Company may, to the maximum extent permitted by law,
create a trust fund, grant a security interest or use other means
(including, without limitation, letters of credit, surety bonds and other
similar arrangements) to ensure or secure the payment of such amounts as may
become necessary to effect indemnification provided hereunder.
13. Duration of Agreement. This Agreement shall continue
until and terminate on the later of: (a) ten years after the date that
Indemnitee shall have ceased to serve as a director, officer, employee,
agent or fiduciary of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise that
Indemnitee shall have served at the request of the Company; or (b) the final
termination of all pending Proceedings in respect of which Indemnitee is
granted rights of indemnification or advancement of expenses hereunder and
of any proceeding commenced by Indemnitee pursuant to section 11 relating
thereto. This Agreement shall bind the Company and its successors and
assigns and shall inure to the benefit of Indemnitee and Indemnitee's heirs,
executors and administrators.
14. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby; and (b) to the maximum extent possible, the provisions of
this Agreement shall be construed to give effect to the intent of the
provision held invalid, illegal or unenforceable.
15. Exceptions to Indemnification Rights. Except for a proceeding
to enforce or determine rights under this Agreement, Indemnitee shall not be
entitled to Indemnification or advancement of Expenses under this Agreement
with respect to any Proceeding, or any claim therein, brought or made by
Indemnitee against the Company.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same
Agreement.
17. Captions. The headings of the sections of this Agreement are
for convenience of reference only and are not part of this Agreement.
18. Amendment and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless in writing and signed by
both parties. No waiver of any provision of this Agreement shall be deemed
or shall constitute a waiver of any other provision (whether or not similar)
nor shall such waiver constitute a continuing waiver.
19. Notice by Indemnitee. Indemnitee agrees to notify the Company
promptly in writing on being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement
of Expenses covered hereunder.
20. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have
been duly given and received when personally delivered, when transmitted by
facsimile if transmission is confirmed, one business day after being
deposited for next-day delivery with a nationally recognized overnight
delivery service, or three days after being deposited as first class mail
with the United States Postal Service, all charges or first class postage
prepaid, properly addressed to Indemnitee, at the address set forth below
Indemnitee's signature herein, or to the Company, at its principal place of
business, Attention: Chief Financial Officer, or to such other address as
may have been furnished hereunder by either party to the other.
21. Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supercedes all prior or contemporaneous
negotiations, correspondence, understandings and agreements between the
parties, written or oral, regarding the subject matter hereof; provided that
nothing in this Agreement shall limit any right to indemnification that
Indemnitee may have under the Certificate of Incorporation or the Bylaws of
the Company.
22. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of
Delaware
IN WITNESS WHEREOF, this Agreement has been duly executed by or on
behalf of the parties hereto as of the date in the first paragraph of this
Agreement.
"COMPANY" "INDEMNITEE"
▇▇▇▇▇▇▇ MANUFACTURING CO., INC.
By: /s/▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ By: ** SEE ATTACHED SCHEDULE
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▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Address: *SEE ATTACHED SCHEDULE
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone:
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile
** The following schedule includes the names and addresses of each of the
Indemnitees who entered into the Indemnity Agreement with the ▇▇▇▇▇▇▇
Manufacturing Co., Inc.
INDEMNITEE ADDRESS
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