Common use of Determination of Entitlement to Indemnification Clause in Contracts

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. (A) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. (B) Upon such written request pursuant to the Secretary of the Company. Such request shall include documentation or information that is necessary for such paragraph 6(A), a determination and is reasonably available with respect to the Indemnitee. Upon receipt ’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by the Secretary of the Company of Independent Counsel in a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee opinion to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect a copy of which shall be delivered to Section 9(e) below): the Indemnitee (a) unless the Indemnitee shall request that such determination be made by the Board of Directors or the shareholders of the Company Company, in which case by the person or persons or in the manner provided in clauses (ii) or (iii) of this paragraph (B)); (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee quorum consisting of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; , or (dC) by the stockholders shareholders of the Company; or (eiii) as provided in paragraph 7(B) of this Agreement. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within 10 days after such determination. (C) The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee’s harmless therefrom. (D) In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) hereof, the Independent Counsel shall be selected as provided in this paragraph 6(D). If a Change in Control has shall not have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors Directors, and approved by the Indemnitee, except that in Company shall give written notice to the event that Indemnitee advising such Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control has shall have occurred, the Independent Counsel shall be selected by the Indemnitee. Upon failure of Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors Directors, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, the 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 select the Company or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article I of this Agreement. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no Independent Counsel shall have been selected or, if selected, shall have been objected to, either the Company or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Company or the 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 paragraph 6(B) hereof. The Company shall pay all reasonable fees and expenses of Independent Counsel incurred in connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses incident to the selection of such Independent Counsel or upon failure of the Indemnitee so pursuant to approve (or so to select, in this paragraph 6(D). In the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall is to be made and, unless by Independent Counsel and such determination shall not have been made and delivered in a contrary determination is made, such indemnification shall be paid in full written opinion within 90 days after the receipt by the Company not later than 60 calendar days after receipt by the Secretary of the Company Indemnitee’s request in accordance with paragraph 6(A), upon the due commencement of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not allany judicial proceeding in accordance with paragraph 8(A) of the application for indemnificationthis Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationcapacity.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Company, by a majority vote of a quorum consisting of Disinterested Directors (as defined in Section 18); or (b) if such a quorum is not obtainable, by majority vote of a committee of two or more Disinterested Directors designated to act in the matter by majority vote of all directors; or (c) by Independent Counsel (as hereinafter defined) if the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel directs in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board majority vote of Disinterested Directors and reasonably approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnificationindemnification by or on behalf of the Indemnitee. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including court costs and attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. A. To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. B. Upon such written request pursuant to the Secretary of the Company. Such request shall include documentation or information that is necessary for such Paragraph 5(A), a determination and is reasonably available with respect to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the ’s entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, thereto shall be determined by made in the following person or persons who shall be empowered to make such determination specific case: (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ci) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee (unless the Indemnitee shall request that such determination be made by the Board of Directors or the stockholders of the Company, in which case by the person or persons or in the manner provided in clause (ii) of this Paragraph 5(B)); (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such quorum of Disinterested Directors so directs, at the option of Disinterested Directors either (a) by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (b) by the stockholders of the Company. Such If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. C. The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and shall hold the Indemnitee harmless therefrom. D. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Paragraph 5(B) hereof, the Independent Counsel shall be selected as provided in this Paragraph 5(D). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, and approved by the Indemnitee, except that in Company shall give written notice to the event that Indemnitee advising such Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control has shall have occurred, or if a quorum consisting of Disinterested Directors is not obtainable, the Independent Counsel shall be selected by the Indemnitee. Upon failure of Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors Directors, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee, or the Company, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to select the Company or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article I of this Agreement. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Paragraph 5(A) hereof, no Independent Counsel shall have been selected or, if selected, shall have been objected to, either the Company or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Company or the 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 Paragraph 5(B) hereof. The Company shall pay all reasonable fees and expenses of Independent Counsel incurred in connection with acting pursuant to Paragraph 5(B) hereof, and all reasonable fees and expenses incident to the selection of such Independent Counsel or upon failure of the Indemnitee so pursuant to approve (or so this Paragraph 5(D) and shall agree to select, in the event a Change in Control has occurred), fully indemnify such Independent Counsel shall be selected upon application against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement as such pursuant hereto. In the event that a court of competent jurisdiction. The determination of entitlement to indemnification shall is to be made and, unless by Independent Counsel and such determination shall not have been made and delivered in a contrary determination is made, such indemnification shall be paid in full written opinion within 90 days after the receipt by the Company not later than 60 calendar days after receipt by the Secretary of the Company Indemnitee’s request in accordance with Paragraph 5(A), upon the due commencement of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not allany judicial proceeding in accordance with Paragraph 7(A) of the application for indemnificationthis Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationcapacity.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms first sentence of Section 6 or Section 8 of this Agreement5(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be determined made in the specific case: (i) if a Change in Control shall have occurred, by the following person or persons who shall be empowered Independent Counsel in a written opinion to make such determination (as selected by the Board of Directors, except with respect a copy of which shall be delivered to Section 9(eIndemnitee; or (ii) below): if a Change of Control shall not have occurred, (aA) by the Board of Directors of the Company by a majority vote of Disinterested Directorsthe directors who are not parties to such Proceeding, whether even though less than a quorum of the Board, or not such majority constitutes a quorum; (bB) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether even though less than a quorum of the Board, or not such majority constitutes a quorum; (cC) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Indemnitee; (d) Board, by the stockholders of the Company; or (e) in the event . If it is so determined that a Change in Control has occurredIndemnitee is entitled to indemnification, by Independent Counsel in a written opinion payment to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court on behalf of competent jurisdiction. The determination of entitlement to indemnification Indemnitee) shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar within fifteen (15) days after receipt such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the Secretary of the Company of a written request for indemnification. If the person person, persons or entity making such determination shall determine that be borne by the Indemnitee is entitled to indemnification Company (irrespective of the determination as to part (but not allIndemnitee's entitlement to indemnification) of and the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationCompany hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Determination of Entitlement to Indemnification. To receive When seeking indemnification under this AgreementSection 3 or 4 hereof, the Indemnitee shall submit a written request for indemnification to the Secretary of the CompanyCorporation. Such request shall include documentation or information that is necessary for such determination and is reasonably available to Indemnitee and reasonably necessary for the Corporation to make a determination of Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the 's entitlement of the Indemnitee to indemnification, . Determination of Indemnitee's entitlement to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Corporation by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as defined in Section 7); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 7) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the reasonably acceptable to Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)accept, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company Corporation of a written request for indemnification. Any reasonable costs or expenses (including attorneys' fees) incurred by Indemnitee in connection with a request for indemnification under this Agreement shall be borne by the Corporation provided that it is ultimately determined that the Indemnitee is entitled to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, Upon the Indemnitee shall submit a written request to the Secretary receipt of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required any notice pursuant to the terms of Section 6 or Section 8 of this Agreement3(b) hereof, shall be determined a determination, if expressly required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(eIndemnitee’s entitlement to indemnification hereunder shall be made within twenty (20) below): calendar days (ai) the Board of Directors of the Company by a majority vote of Disinterested Directorsthe Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, whether or not such majority constitutes even though less than a quorum; , (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes directors even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to the Indemnitee); (d) the stockholders of the Company; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so fully to select indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant thereto. If, pursuant to the foregoing, it is determined that Indemnitee so is entitled to approve (or so indemnification, payment to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification Indemnitee shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 within twenty (20) calendar days after receipt from the date of notice by Indemnitee pursuant to Section 3(b) hereof. Indemnitee shall reasonably cooperate in the Secretary making of such determination, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. For the Company avoidance of a written request for indemnification. If doubt, any costs or expenses (including attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the person Person making such determination shall determine that be included as Expenses for the purposes of this Agreement. Nothing in this Section 3(c) shall be construed to limit or modify the presumptions in favor of Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationset forth in Section 2(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or Section 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board Boards of Directors of the Company Indemnitors by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurredstockholders, but shares owned by Independent Counsel in a written opinion or voted under the control of directors, including the Indemnitee, who are at the time parties to the Board of Directors, a copy of which shall proceeding may not be delivered to voted on the Indemniteedetermination. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar sixty (60) days after receipt by the Secretary of the Company Indemnitors of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Damages incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Indemnitors. The Indemnitors hereby indemnify and agree to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3, 4, 5 or 6 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): a determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (as hereinafter defined), whether or not such majority constitutes even though less than a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directorsDisinterested Directors, whether or not such majority constitutes even though less than a quorum; or (c) if there are no Disinterested Directors, or if the such Disinterested Directors so direct, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any costs or expenses (including attorneys' fees) incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 The Indemnitee shall submit a written request indemnification pursuant to this Agreement by notice in writing to the Secretary secretary of the Company. Such The secretary shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders or 5.2.3 by a majority vote of the Company; or (e) in the event that a Change in Control has occurredshareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe American Arbitration Association. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Subject to clause 10, any expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive When seeking indemnification under this AgreementSection 3 or 4 hereof, the Indemnitee shall submit a written request for indemnification to the Secretary of the CompanyCorporation. Such request shall include documentation or information that is necessary for such determination and is reasonably available to Indemnitee and reasonably necessary for the Corporation to make a determination of Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the ’s entitlement of the Indemnitee to indemnification, . Determination of Indemnitee’s entitlement to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Corporation by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as defined in Section 7); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 7) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the reasonably acceptable to Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)accept, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company Corporation of a written request for indemnification. Any reasonable costs or expenses (including attorneys’ fees) incurred by Indemnitee in connection with a request for indemnification under this Agreement shall be borne by the Corporation provided that it is ultimately determined that the Indemnitee is entitled to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. (A) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. (B) Upon such written request pursuant to the Secretary of the Company. Such request shall include documentation or information that is necessary for such paragraph 6(A), a determination and is reasonably available with respect to the Indemnitee. Upon receipt ’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by the Secretary of the Company of Independent Counsel in a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee opinion to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect a copy of which shall be delivered to Section 9(e) below): the Indemnitee (a) unless the Indemnitee shall request that such determination be made by the Board of Directors or the stockholders of the Company Company, in which case by the person or persons or in the manner provided in clauses (ii) or (iii) of this paragraph (B)); (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee quorum consisting of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such quorum of Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; , or (dC) by the stockholders of the Company; or (eiii) as provided in paragraph 7(B) of this Agreement. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within 10 days after such determination. (C) The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (D) In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) hereof, the Independent Counsel shall be selected as provided in this paragraph 6(D). If a Change in Control has shall not have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors Directors, and approved by the Indemnitee, except that in Company shall give written notice to the event that Indemnitee advising such Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control has shall have occurred, the Independent Counsel shall be selected by the Indemnitee. Upon failure of Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors Directors, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, the 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 select the Company or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article I of this Agreement. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no Independent Counsel shall have been selected or, if selected, shall have been objected to, either the Company or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Company or the 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 paragraph 6(B) hereof. The Company shall pay all reasonable fees and Expenses of Independent Counsel incurred in connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and Expenses incident to the selection of such Independent Counsel or upon failure of the Indemnitee so pursuant to approve (or so to select, in this paragraph 6(D). In the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall is to be made and, unless by Independent Counsel and such determination shall not have been made and delivered in a contrary determination is made, such indemnification shall be paid in full written opinion within 90 days after the receipt by the Company not later than 60 calendar days after receipt by the Secretary of the Company Indemnitee’s request in accordance with paragraph 6(A), upon the due commencement of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not allany judicial proceeding in accordance with paragraph 8(A) of the application for indemnificationthis Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationcapacity.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Company, by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (b) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (das hereinafter defined) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board to so select, except that in or upon failure of the event that a Change in Control has occurredIndemnitee to so approve such Independent Counsel, such Independent Counsel shall be selected by the Indemnitee. Upon failure Chancellor of the Board State of Directors so Delaware or such other person as the Chancellor shall designate to select make such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionselection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 The Indemnitee shall submit a written request indemnification pursuant to this Agreement by notice in writing to the Secretary secretary or the chief executive officer of the Company. Such The secretary or chief executive officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder, and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders or 5.2.3 by a majority vote of the Company; or (e) in the event that a Change in Control has occurredDisinterested Shareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel Counsel, or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe International Court of Arbitration of the International Chamber of Commerce. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar twenty days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include the documentation and information that is necessary for such determination, and which is reasonably available to Indemnitee. Subject to clause 10, any Expenses incurred by Indemnitee in connection with Xxxxxxxxxx’s request for indemnification hereunder shall be borne by the Company, irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part a portion (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Corporation, by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (b) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (das hereinafter defined) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board to so select, except that in or upon failure of the event that a Change in Control has occurredIndemnitee to so approve such Independent Counsel, such Independent Counsel shall be selected by the Indemnitee. Upon failure appropriate authority of the Board State of Directors so Nevada or such other person as the such authority shall designate to select make such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionselection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company Corporation of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Corporation. The Corporation hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 2 or 3 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (as defined in Section 18 below), whether or not such majority constitutes even though less than a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the a majority of Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 18 below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dc) by the stockholders stockholders; provided, however, that notwithstanding the foregoing, following the occurrence of a change in Control of the Company; Company (as defined in Section 18 below), the determination as to whether or (e) not the Indemnitee has met the applicable standard for indemnification set forth in the event that a Change in Control has occurredSection 2 or 3 hereof, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteeapplicable, shall in all events be made by Independent counsel. Such Independent Counsel shall be selected by the Board board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorney's fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, Upon the Indemnitee shall submit a written request to the Secretary receipt of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required any notice pursuant to the terms of Section 6 or Section 8 of this Agreement4(b) hereof, shall be determined a determination, if expressly required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(eIndemnitee's entitlement to indemnification hereunder shall be made within twenty (20) below): calendar days by (ai) the Board of Directors of the Company by a majority vote of Disinterested Directorsthe Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, whether even though less than a quorum or not such majority constitutes a quorum; (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes directors even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to the Indemnitee); (d) the stockholders of the Company; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee's entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant hereto. If, pursuant to the foregoing, it is determined that Indemnitee so is entitled to approve (or so indemnification, payment to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification Indemnitee shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 within twenty (20) calendar days after receipt from the date of notice by Indemnitee pursuant to Section 4(b) hereof. Indemnitee shall reasonably cooperate in the Secretary making of such determination, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. For the Company avoidance of a written request for indemnification. If doubt, any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person Person making such determination shall determine that be included as Expenses for the purposes of this Agreement. Nothing in this Section 4(c) shall be construed to limit or modify the presumptions in favor of Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationset forth in Section 3(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 The Indemnitee shall submit a written request indemnification pursuant to this Agreement by notice in writing to the Secretary secretary or the chief executive officer of the Company. Such The secretary or chief executive officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder, and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders or 5.2.3 by a majority vote of the Company; or (e) in the event that a Change in Control has occurredDisinterested Shareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel Counsel, or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe International Court of Arbitration of the International Chamber of Commerce. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar twenty days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include the documentation and information that is necessary for such determination, and which is reasonably available to Indemnitee. Subject to clause 10, any Expenses incurred by Indemnitee in connection with Ixxxxxxxxx’s request for indemnification hereunder shall be borne by the Company, irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part a portion (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. (a) Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination determination: (i) if a Change of Control shall have occurred, by Independent Counsel (as selected hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes Directors (as hereinafter defined) even if less than a quorum; or (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (cB) if there are no such Disinterested Directors, Directors or if the such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dC) if so directed by the Board of Directors, by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. To the fullest extent not prohibited by law, any expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issuesissues or matters. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, or matters at issue at the time Independent Counsel shall be selected as provided in this Section 10(b). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the determinationidentity 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 of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined herein, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the action, suit or proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13 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).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, 7 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination determination: (as selected i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or a quorum consisting of directors not such majority constitutes a quorumat the time parties to the proceeding; (bii) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, committee duly designated by Independent Counsel in a written opinion to the Board of DirectorsDirectors (in which designation directors who are parties may participate), a copy consisting solely of which shall be delivered two or more directors not at the time parties to the Indemniteeproceeding; (diii) the stockholders of the Company; or by Special Legal Counsel (eas defined below) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be (1) selected by the Board of Directors or its committee in a manner prescribed in subsection (i) or (ii) hereof, or (2) if a quorum of the Board of Directors cannot be obtained under subsection (i) hereof and approved a committee cannot be designated under subsection (ii) hereof, selected by a majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the Indemniteestockholders, except provided, however, that in shares owned by or voted under the event that a Change in Control has occurred, Independent Counsel shall control of directors who are at the time parties to the proceeding may not be selected by voted on the Indemniteedetermination. Upon failure of the Board of Directors or committee designated by the Board of Directors, as applicable, so to select such Independent Counsel Special Legal Counsel, or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Special Legal Counsel shall be selected upon application to a court of competent jurisdiction. The Authorization of indemnification and evaluation as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible, as provided in this Section 8, provided however, that, if the determination is made by Special Legal Counsel, authorization of indemnification and evaluation as to the reasonableness of Expenses shall be made by those entitled under subsection (iii) hereof to select such Special Legal Counsel. Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 90 calendar days after receipt by the Secretary of the Company Xxxxxxx Mac of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of Xxxxxxx Mac’s Bylaws or any directors’ and officers’ liability insurance, shall be borne by Xxxxxxx Mac. Xxxxxxx Mac hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Notwithstanding the foregoing, any failure of the Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, at the option of the Indemnitee, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationindemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 10 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement6.1 above, shall be determined a determination, if required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(e) below): the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (a) the Board of Directors of the Company by if a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directChange in Control shall have occurred, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d, 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) the stockholders of the CompanyMGCL, which approval will not be unreasonably withheld; or (eb) in the event that if a Change in Control shall not have occurred, (i) by the Board of Directors 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 of Directors consisting solely of one or more Disinterested Directors, (ii) if Independent Counsel has occurredbeen selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected Indemnitee or (iii) if so directed by a majority of the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure members of the Board of Directors so to select such Independent Counsel or upon failure Directors, by the stockholders of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationCompany. If the person making such determination shall determine it is so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (b)(ii) of this Section 6.2. Any Expenses incurred by the 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 part (but not allthe Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold the Indemnitee harmless therefrom. The Company shall pay the reasonable fees and expenses of the application for indemnificationIndependent Counsel, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationif one is appointed.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms first sentence of Section 6 or Section 8 of this Agreement5(a) hereof, shall be determined a determination, if required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(e) below): Indemnitee’s entitlement thereto shall be made in the specific case: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ci) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has shall have occurred, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that ; or (ii) if a Change in Control has shall not have occurred, Independent Counsel shall be selected (A) by the Indemnitee. Upon failure Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so to select such directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or upon failure (y) by the securityholders of the Company, as determined by such quorum of Disinterested Directors or a quorum of the Board, as the case may be. If it is so determined that Indemnitee so is entitled to approve indemnification, payment to Indemnitee (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court on behalf of competent jurisdiction. The determination of entitlement to indemnification Indemnitee) shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar within fifteen (15) days after receipt by such determination. Indemnitee shall cooperate with the Secretary person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board, or stockholder of the Company shall act reasonably and in good faith in making a determination under this Agreement of a written request for the Indemnitee’s entitlement to indemnification. If Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person person, persons or entity making such determination shall determine that be borne by the Indemnitee is entitled to indemnification Company (irrespective of the determination as to part (but not allIndemnitee’s entitlement to indemnification) of and the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationCompany hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required expressly provided for pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons persons, who shall be empowered to make such determination determination: (as selected a) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; and (b) if a Change of Control shall not have occurred, (i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (bii) by a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ciii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (div) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon any failure of the Board of Directors so to select such Independent Counsel or upon the failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 30 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information that is necessary for such determination and which is reasonably available to the Indemnitee. Any Expenses incurred by the Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Certificate of Incorporation, Bylaws or any directors' and officers' liability insurance of the Company, shall be borne by the Company. The Company shall indemnify the Indemnitee for any such Expense and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person or persons shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. If it is determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within seven days after such determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 Indemnitee shall submit a written request indemnification pursuant to this Agreement by notice in writing to the Secretary secretary of the Company. Such The secretary shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders or 5.2.3 by a majority vote of the Company; or (e) in the event that a Change in Control has occurredshareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of Indemnitee to so approve, either the Board or Indemnitee so may request the International Chamber of Commerce (the “ICC”) to approve (or so to select, appoint an Independent Counsel in accordance with the provisions regarding the appointment of experts contained in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionICC’s Rules for Expertise. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Subject to clause 10, any expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dc) by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to selectIndependent Counsel, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 The Indemnitee shall submit a written request indemnification pursuant to this Agreement by notice in writing to the Secretary secretary or the chief executive officer of the Company. Such The secretary or chief executive officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder, and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders or 5.2.3 by a majority vote of the Company; or (e) in the event that a Change in Control has occurredDisinterested Shareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel Counsel, or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe International Court of Arbitration of the International Chamber of Commerce. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar twenty days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include the documentation and information that is necessary for such determination, and which is reasonably available to Indemnitee. Subject to clause 10, any Expenses incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company, irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part a portion (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. (a) Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 2 hereof, the entitlement of the determination as to whether or not Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined entitled to indemnification by reason of satisfying the following person or persons who applicable standard of conduct as set forth in Section 2 shall be empowered to make such determination made (as selected i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee quorum consisting of Disinterested Directors designated (as hereinafter defined) or, (ii) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors by a the majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; , or (eiii) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion stockholders. A determination as to the Board entitlement of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification pursuant to Section 2 hereof shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company as aforesaid not later than 60 calendar days after receipt by the Secretary of the Company of shall have received a written request for indemnification. If Indemnitee shall cooperate with the Company in making its determination as aforesaid of Indemnitee's entitlement to indemnification, including providing to the Company upon reasonable advance request any documentation or information reasonably available to Indemnitee and material to such determination. Any costs (including attorneys' fees) or expenses incurred by Indemnitee in so cooperating with the Company shall be borne by the Company and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination as to Indemnitee's satisfaction of the applicable standard of conduct set forth in Section 2. (b) The termination of any action, suit, investigation or proceeding described in Section 2 hereof by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption for the purposes of this Agreement that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. (c) In making a determination pursuant to Section 4(a) hereof as to whether or not Indemnitee satisfied the applicable standard of conduct set forth in Section 2 hereof, the person or persons making such determination shall determine presume that Indemnitee met the applicable standard of conduct set forth in Section 2(a), 2(b), or 2(c), as the case may be, absent evidence to the contrary and the absence or unavailability of evidence on the matter to be decided Indemnitee is shall be entitled to indemnification as the benefit of such presumption. The Company shall have the burden of proof in the making of any determination contrary to part such presumption. (but not alld) For purposes of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.this Agreement:

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 The Indemnitee shall submit a written request indemnification pursuant to this Agreement by notice in writing to the Secretary secretary of the Company. Such The secretary shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders or 5.2.3 by a majority vote of the Company; or (e) in the event that a Change in Control has occurredshareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe American Arbitration Association. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Subject to clause 10, any expenses (including attorneys' fees) incurred by Indemnitee in connection with Indemnitee's request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. (a) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request to the Secretary of the Company. Such request shall include request, including therein or therewith such documentation or and information that is necessary for such determination and as is reasonably available to the IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. Upon receipt by The Indemnitee may submit one or more such requests from time to time and at such time(s) as the Indemnitee deems appropriate in his or her discretion. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (b) Upon such written request pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (which Independent Counsel shall be selected by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected and approved by the Board of Directors, except Directors in accordance with respect to Section 9(e2-418(e)(2)(ii) below): (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsMGCL, whether which approval shall not be unreasonably withheld, conditioned or not such majority constitutes a quorum; (bdelayed) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee (unless the Indemnitee shall request that such determination be made by the Board, in which case by the person or persons or in the manner provided in clause (ii) of this Section 9(b)); or (ii) if a Change in Control shall not have occurred, (a) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Directors (if obtainable), or (b) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such quorum of Disinterested Directors so directs, by Independent Counsel (which Independent Counsel shall be selected by the Board of DirectorsDirectors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination if it is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. (c) The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to part the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (but not alld) The Company shall pay the reasonable fees and expenses of the application for indemnificationIndependent Counsel, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationif one is appointed in accordance in Section 9(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement6.1 above, shall be determined a determination, if required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(e) below): the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (a) the Board of Directors of the Company by if a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directChange in Control shall have occurred, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d, 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) the stockholders of the CompanyMGCL, which approval will not be unreasonably withheld; or (eb) in the event that if a Change in Control shall not have occurred, (i) by the Board of Directors 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 of Directors consisting solely of one or more Disinterested Directors, (ii) if Independent Counsel has occurredbeen selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected Indemnitee or (iii) if so directed by a majority of the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure members of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to selectDirectors, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary stockholders of the Company other than the Indemnitee, if the Indemnitee is also a stockholder of a written request for indemnificationthe Company. If the person making such determination shall determine it is so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (b)(ii) of this Section 6.2. Any Expenses incurred by the 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 part (but not allthe Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold the Indemnitee harmless therefrom. The Company shall pay the reasonable fees and expenses of the application for indemnificationIndependent Counsel, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationif one is appointed.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include a schedule setting forth in detail the dollar amounts requested, supported by copies of the xxxx, agreement or other documentation relating thereto (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law), and such other documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, (a) Upon the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Company of a Certificate of Indemnification, the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) promptly advise the Board of Directors in writing that Beneficiary has requested indemnification of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; Expenses hereunder. (b) Except with respect to Expenses advanced to Beneficiary under Section 5 hereof, upon the receipt by the Company of a committee Certificate of Disinterested Directors designated by Indemnification, a majority vote determination with respect to Beneficiary's entitlement to indemnification of such directorsExpenses shall be made as soon as possible. (i) Subject to subsection (b)(ii) hereof, whether or not such majority constitutes if a quorum; (c) if there are no Disinterested DirectorsChange in Control shall have occurred, or if a Change of Control has not occurred but Beneficiary so elects, the Disinterested Directors so direct, determination shall be made by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Beneficiary. (ii) If a Change of Control has not occurred, or if a Change of Control has occurred but Beneficiary so elects, the Indemnitee; determination shall be made (dA) by the stockholders Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, provided, however, that if a quorum of the Company; or (e) in Board of Directors consisting of Disinterested Directors is not obtainable the event that a Change in Control has occurred, determination shall be made by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Beneficiary, or (B) by the Indemniteestockholders of the Company. (iii) Beneficiary shall cooperate with the person, persons, or entity making such determination, including providing to such person, persons, or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Beneficiary and reasonably necessary to such determination. (c) If it is determined in accordance with subsection (b) that Beneficiary is entitled to indemnification, payment to Beneficiary shall be made within twenty business days after such determination (unless such payment shall already have been advanced to Beneficiary pursuant to Section 5 hereof). (d) In the event the determination of entitlement to indemnification against Expenses is to be made by Independent Counsel pursuant to this Section 6, the Independent Counsel shall be selected as follows. Such If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors Directors, and approved by the Indemnitee, except that in Company shall give written notice to Beneficiary advising him of the event that identity of the Independent Counsel so selected. If a Change in of Control has shall have occurred, the Independent Counsel shall be selected by the Indemnitee. Upon failure of Beneficiary (unless Beneficiary shall request that such selection be made by the Board of Directors so Directors, in which event the preceding sentence shall apply), and Beneficiary shall give written notice to select such the Company advising it of the identity of the Independent Counsel so selected. In either event, Beneficiary or upon failure the Company, as the case may be, may, within ten business days after such written notice of selection shall have been given, deliver to the Indemnitee so Company or to approve (or so Beneficiary, as the case may be, a written objection to selectsuch selection; provided, in however, that such objection may be asserted only on the event a Change in Control has occurred), such ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in this Agreement, and the objection shall be set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected upon application to may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdictionhas determined that such objection is without merit. The determination of entitlement to indemnification shall be made andIf, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar within twenty business days after receipt submission by the Secretary of the Company Beneficiary of a written request for indemnification. If indemnification pursuant to this Section, no Independent Counsel shall have been selected and not objected to, either the Company or Beneficiary may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Beneficiary 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 making with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under this Section. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such determination Independent Counsel in connection with acting pursuant to this Section, and the Company shall determine that pay all reasonable fees and expenses incident to the Indemnitee is entitled to indemnification as to part (but not all) procedures of this Section, including, without limitation, those of Beneficiary, regardless of the application for indemnificationmanner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding, Independent Counsel shall be discharged and relieved of any further responsibility in such person shall reasonably prorate such partial indemnification among capacity (subject to the claims, issues, or matters at issue at the time applicable standards of the determinationprofessional conduct then prevailing).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, In the Indemnitee shall submit a written request to the Secretary event of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request any demand by the Indemnitee for indemnificationindemnification under this Agreement or otherwise, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by shall promptly designate a majority vote Reviewing Party. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee has met the required standard of Disinterested Directors, whether or conduct set forth in Section 3(c) and that indemnification is not such majority constitutes prohibited pursuant to Section 5. If the Reviewing Party is a quorum; (b) a committee body consisting of Disinterested Directors designated by a majority vote members of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s Board of Directors, it shall act by a copy majority vote. If the Reviewing Party is Independent Legal Counsel, the determination of which the Reviewing Party shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) rendered in the event that a Change in Control has occurred, by Independent Counsel in form of a written opinion legal opinion. Subject to the Board of DirectorsSections 12(d) and 13, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected any indemnification under Sections 3 and 4 (unless ordered by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement or pursuant to indemnification Section 3(d)) shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Reviewing Party that the Indemnitee is entitled to indemnification in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) and that indemnification is not prohibited pursuant to Section 5. The Indemnitee’s demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee’s demand in which to render in writing and deliver to the Indemnitee its determination. If the Reviewing Party makes no timely determination, the Reviewing Party shall be deemed to have determined that the Indemnitee is entitled to the indemnification demanded. If the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee is not entitled to indemnification, in whole or in part, in the circumstances because the Indemnitee has not met the standard of conduct set forth in Section 3(c) or because the indemnification is prohibited pursuant to Section 5, the Indemnitee shall (i) be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 12(d) and 13, and (ii) not be required to reimburse the Company for any Expense Advances or Expenses theretofore paid to or on behalf of the Indemnitee until a final determination has been made with respect to the Indemnitee’s legal entitlement to indemnification (as to part (but not all) which all rights of the application for indemnification, such person appeal therefrom shall reasonably prorate such partial indemnification among the claims, issues, have been exhausted or matters at issue at the time of the determinationshall have lapsed).

Determination of Entitlement to Indemnification. To receive indemnification In the event of any notice under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request Section 12(a) by the Indemnitee for indemnificationindemnification under this Agreement or otherwise, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company shall, by a majority vote of Disinterested Directors, whether or promptly designate a Reviewing Party. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee’s actions meet the standard of care in Section 3(b) above, the Indemnitee has not such majority constitutes a quorum; (bengaged in conduct of the type set forth in Section 3(b)(i)-(v) a committee above and that indemnification is not prohibited pursuant to Section 5. If the Reviewing Party consists of Disinterested Directors designated members of the Company’s Board of Directors, it shall act by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors. If the Reviewing Party is Special Legal Counsel, or if the Disinterested Directors so direct, by Independent Counsel determination of such Reviewing Party shall be rendered in the form of a written opinion legal opinion. Subject to the Board of DirectorsSections 12(d) and 13, any indemnification under Sections 3, 4 or 10 (unless ordered by a copy of which shall be delivered to the Indemnitee; (dcourt) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Reviewing Party that the Indemnitee is entitled to indemnification as to part (but in the circumstances because the Indemnitee’s actions meet the standard of care in Section 3(b) above, the Indemnitee has not all) engaged in conduct of the application type set forth in Sections 3(b)(i)-(v) above and that indemnification is not prohibited pursuant to Section 5. The Indemnitee’s demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee’s demand in which to render in writing and deliver to the Indemnitee its determination. If the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee is not entitled to indemnification, such person shall reasonably prorate such partial indemnification among in whole or in part, in the claimscircumstances because the Indemnitee’s actions failed to meet the standard of care in Section 3(b) above, issues, or matters at issue at the time Indemnitee has engaged in conduct of the determinationtype set forth in Section 3(b)(i)-(v) above or because the indemnification is prohibited pursuant to Section 5, the Indemnitee shall be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 12(d) and 13.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination determination: (as selected i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or a quorum consisting of directors not such majority constitutes a quorumat the time parties to the proceeding; (bii) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, committee duly designated by Independent Counsel in a written opinion to the Board of DirectorsDirectors (in which designation directors who are parties may participate), a copy consisting solely of which shall be delivered two or more directors not at the time parties to the Indemniteeproceeding; (diii) the stockholders of the Company; or by Special Legal Counsel (eas defined below) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be (1) selected by the Board of Directors or its committee in a manner prescribed in subsection (i) or (ii) hereof, or (2) if a quorum of the Board of Directors cannot be obtained under subsection (i) hereof and approved a committee cannot be designated under subsection (ii) hereof, selected by a majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the Indemniteestockholders, except provided, however, that in shares owned by or voted under the event that a Change in Control has occurred, Independent Counsel shall control of directors who are at the time parties to the proceeding may not be selected by voted on the Indemniteedetermination. Upon failure of the Board of Directors or committee designated by the Board of Directors, as applicable, so to select such Independent Counsel Special Legal Counsel, or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Special Legal Counsel shall be selected upon application to a court of competent jurisdiction. The Authorization of indemnification and evaluation as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible, as provided in this Section 8, provided however, that, if the determination is made by Special Legal Counsel, authorization of indemnification and evaluation as to the reasonableness of Expenses shall be made by those entitled under subsection (iii) hereof to select such Special Legal Counsel. Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 90 calendar days after receipt by the Secretary of the Company Xxxxxxx Mac of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Bylaws or any directors’ and officers’ liability insurance, shall be borne by Xxxxxxx Mac. Xxxxxxx Mac hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 Indemnitee shall submit a written request indemnification pursuant to this Agreement by notice in writing to the Secretary secretary of the Company. Such The secretary shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders or 5.2.3 by a majority vote of the Company; or (e) in the event that a Change in Control has occurredshareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directorsif needed, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of Indemnitee to so approve, either the Board or Indemnitee so may request the International Chamber of Commerce (the “ICC”) to approve (or so to select, appoint an Independent Counsel in accordance with the provisions regarding the appointment of experts contained in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionICC’s Rules for Expertise. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Subject to clause 10, any expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive indemnification a. The obligations of Lyondell under Section 2 of this Agreement shall be subject to the condition that the Reviewing Party shall have determined (in a written opinion, in any case in which Independent Counsel is the Reviewing Party) or have been deemed to determine that the Indemnitee is permitted to be indemnified under applicable law. b. In making a determination as to indemnification, the Reviewing Party shall use the presumptions and conventions described in Sections 4c and 4e of this Agreement. c. After the final disposition of any Claim covered by this Agreement, the Indemnitee shall submit send to Lyondell a written request for any indemnification sought under this Agreement. Such written request shall contain sufficient information to reasonably inform Lyondell about the Secretary nature and extent of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the indemnification sought by Indemnitee. Upon . d. If there has not been a Change of Control, no later than 15 days following receipt by the Secretary of the Company Lyondell of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, Lyondell shall deliver such request to the extent not required Reviewing Party for its review pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) . Except in the event that a Change in Control has occurred, the determination of entitlement to indemnification is required by Independent Counsel applicable law to be made in a written opinion opinion, if such Reviewing Party shall not have made and furnished to the Board of Directors, Indemnitee in writing a copy of which shall be delivered determination as to the Indemnitee. Such Independent Counsel shall be selected 's entitlement to indemnification within 60 days after receipt by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure Lyondell of the Board of Directors so to select such Independent Counsel or upon failure of request therefor, the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The requisite determination of entitlement to indemnification shall be made and, unless a contrary determination is deemed to have been made, and Indemnitee shall be entitled to such indemnification unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification or such indemnification is prohibited by applicable law. e. If there has been a Change in Control, then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and advances under this Agreement, the Reviewing Party shall be paid an Independent Counsel selected in full the following manner. Indemnitee shall give Lyondell written notice advising of the identity and address of the Independent Counsel selected by the Company not later than 60 calendar Indemnitee. Unless Lyondell objects within seven days after receipt of such written notice of selection, the Independent Counsel selected by Indemnitee shall be the Reviewing Party. Any such objection by Lyondell may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel, and the objection shall set forth with particularity the factual basis of such assertion. If Lyondell so objects, Indemnitee may petition the Court for a determination that Lyondell's objection to the selection of an Independent Counsel is without a reasonable basis and/or for the appointment as Reviewing Party of an Independent Counsel selected by the Secretary of Court. f. The Indemnitee and Indemnitee's counsel shall be given an opportunity to be heard and to present evidence on the Company of a written request for indemnification. If Indemnitee's behalf in connection with consideration by the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationReviewing Party.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information reasonably available to the Indemnitee that is necessary for such determination and is reasonably available determination. Notwithstanding the foregoing, any failure of the Indemnitee to provide such a request to the IndemniteeCompany, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, at the option of the Indemnitee, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationindemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 10 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include a schedule setting forth in detail the dollar amounts requested, supported by copies of the bill, agreement or other documentation relating thereto (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) and such other documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 ‎6 or Section 8 ‎8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. (a) Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 2 hereof, the entitlement of the determination as to whether or not Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined entitled to indemnification by reason of satisfying the following person or persons who applicable standard of conduct as set forth in Section 2 shall be empowered to make such determination made (as selected i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee quorum consisting of Disinterested Directors designated (as hereinafter defined) or, (ii) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors by a the majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; , or (eiii) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion stockholders. A determination as to the Board entitlement of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification pursuant to Section 2 hereof shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company as aforesaid not later than 60 calendar days after receipt by the Secretary of the Company of shall have received a written request for indemnification. If Indemnitee shall cooperate with the Company in making its determination as aforesaid of Indemnitee’s entitlement to indemnification, including providing to the Company upon reasonable advance request any documentation or information reasonably available to Indemnitee and material to such determination. Any expenses (including attorneys’ fees) incurred by Indemnitee in so cooperating with the Company shall be borne by the Company and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination as to Indemnitee’s satisfaction of the applicable standard of conduct set forth in Section 2. (b) The termination of any action, suit, investigation or proceeding described in Section 2 hereof by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption for the purposes of this Agreement that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. (c) In making a determination pursuant to Section 4(a) hereof as to whether or not Indemnitee satisfied the applicable standard of conduct set forth in Section 2 hereof, the person or persons making such determination shall determine presume that Indemnitee met the applicable standard of conduct set forth in Section 2(A)(a), 2(A)(b) or 2(B), as the case may be, absent evidence to the contrary and the absence or unavailability of evidence on the matter to be decided, Indemnitee is shall be entitled to indemnification as the benefit of such presumption. The Company shall have the burden of proof in the making of any determination contrary to part such presumption. (but not alld) For purposes of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.this Agreement:

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 The Indemnitee shall submit a written request indemnification pursuant to this Agreement by notice in writing to the Secretary secretary of the Company. Such The secretary shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder, and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders or 5.2.3 by a majority vote of the Company; or (e) in the event that a Change in Control has occurredDisinterested Shareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel Counsel, or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe International Court of Arbitration of the International Chamber of Commerce. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar twenty days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include the documentation and information that is necessary for such determination, and which is reasonably available to Indemnitee. Subject to clause 10, any Expenses incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company, irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part a portion (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, In the Indemnitee shall submit a written request to the Secretary event of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request any demand by the Indemnitee for indemnificationindemnification under this Agreement or otherwise, the entitlement Board shall promptly designate a Reviewing Party. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee has met the required standard of conduct set forth in Section 3(c) herein and that indemnification is not prohibited pursuant to Section 5 herein. If the Reviewing Party is more than one member of the Indemnitee to indemnificationBoard, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, it shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company act by a majority vote vote. If the Reviewing Party is Independent Legal Counsel, the determination of Disinterested Directorsthe Reviewing Party shall be rendered in the form of a written legal opinion. Subject to Sections 11(e) and 12 herein, whether or not such majority constitutes a quorum; any indemnification under Sections 3 and 4 herein (b) a committee of Disinterested Directors designated unless ordered by a majority vote of such directors, whether court or not such majority constitutes a quorum; (cpursuant to Section 3(d) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (dherein) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by only as authorized in the Secretary specific case and upon the determination of the Company of a written request for indemnification. If the person making such determination shall determine Reviewing Party that the Indemnitee is entitled to indemnification in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) herein and that indemnification is not prohibited pursuant to Section 5 herein. The Indemnitee’s demand for indemnification shall create a presumption that the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee’s demand in which to render in writing and deliver to the Indemnitee its determination. If the Reviewing Party makes no timely determination, the Reviewing Party shall be deemed to have determined that the Indemnitee is entitled to the indemnification demanded. If the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption of entitlement, that the Indemnitee is not entitled to indemnification, in whole or in part, in the circumstances because the Indemnitee has not met the standard of conduct set forth in Section 3(c) herein or because the indemnification is prohibited pursuant to Section 5 herein, the Indemnitee shall (i) be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 11(e) and 12 herein and (ii) not be required to reimburse the Company for any Expense Advances or Expenses theretofore paid to or on behalf of the Indemnitee until a final determination has been made with respect to the Indemnitee’s legal entitlement to indemnification (as to part (but not all) which all rights of the application for indemnification, such person appeal therefrom shall reasonably prorate such partial indemnification among the claims, issues, have been exhausted or matters at issue at the time of the determinationshall have lapsed).

Determination of Entitlement to Indemnification. To receive Upon written request by Indemnitee for indemnification under this Agreementpursuant to Sections 5 or 7, the Indemnitee Company shall submit a written request to the Secretary of the Company. Such request shall include documentation pay all Expenses reasonably incurred or information that is necessary for such determination and is reasonably available to the suffered by Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, or 6, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected unless ordered by the Board of Directors, except with respect to Section 9(e) belowa court): (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directorsDisinterested Directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 thirty (30) calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, or under any other agreement, any provision of the Company’s Certificate of Incorporation or any policy of directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. (a) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request to the Secretary of the Company. Such request shall include request, including therewith such documentation or and information that is necessary for such determination and as is reasonably available to the IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. Upon receipt by the The Secretary of the Company shall, promptly upon receipt of such a written request by the Indemnitee for indemnification, advise the entitlement of Board in writing that the Indemnitee to has requested indemnification, to the extent not required . (b) Upon such written request pursuant to the terms of Section 6 or Section 8 of this Agreement9(a) hereof, shall be determined a determination, if required by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directorsapplicable law, except with respect to Section 9(e) below): the Indemnitee’s entitlement thereto shall be made in the specific case: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ci) if there are no Disinterested Directors, or if the Disinterested Directors so directa Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee (unless the Indemnitee shall request that such determination be made by the Board, in which case by the person or persons or in the manner provided in clause (ii) of this Section 9(b)); or (ii) if a Change in Control shall not have occurred, (a) by the Board (or a duly authorized committee thereof) by a majority vote of Directorsa quorum consisting of Disinterested Directors (if obtainable), or (b) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination if it is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. (c) The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to part (but not allthe Indemnitee’s entitlement to indemnification) of and the application for indemnification, such person shall reasonably prorate such partial indemnification among Company hereby indemnifies and agrees to hold the claims, issues, or matters at issue at the time of the determinationIndemnitee harmless therefrom.

Determination of Entitlement to Indemnification. 8.1 To receive indemnification under the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this AgreementAgreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceeding, or such claim, issue or matter, as the case may be. 8.2 In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.3 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such Indemnification. 8.3 The Indemnitee shall submit a written request be entitled to select the Secretary forum in which the validity of the Company. Such request shall include documentation or information 's claim under Section 8.2 hereof that the Indemniteee is necessary for such determination and is reasonably available not entitled to indemnification will be heard from among the Indemnitee. Upon receipt by the Secretary of the Company of a written request by following, except that the Indemnitee for indemnification, the entitlement can select a forum consisting of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company only with the approval of the Company; or : (ea) in A quorum of the event that a Change in Control has occurredBoard consisting of Disinterested Directors of the Company; (b) The stockholders of the Company; (c) Independent Legal Counsel mutually agreed upon by the Indemnitee and the Board, by Independent Counsel which counsel shall make such determination in a written opinion opinion; or (d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected. 8.4 As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.3 above, the Company shall at its own expense, submit to the Board selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such a claim. 8.5 If the forum selected in accordance with Section 8.3 hereof is not a court, then after the final decision of Directorssuch forum is rendered, a copy the Company or the Indemnitee shall have the right to apply to the court having jurisdiction of subject matter and the parties, the court in which shall be delivered the proceeding giving rise to the Indemnitee's claim for indemnification is or was pending or any other court of competent jurisdiction, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. Such Independent Counsel If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be selected governed by the Board applicable laws and rules governing appeals of Directors and approved the decision of such court. 8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee, except that Indemnitee in connection with any hearing or proceeding under this Section 8 involving the event that a Change in Control has occurred, Independent Counsel shall be selected Indemnitee and against all expenses incurred by the Indemnitee. Upon failure Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the Board of Directors so to select such Independent Counsel or upon failure rights of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to under this Agreement unless a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary jurisdiction finds that each of the Company material claims and/or defenses of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but in any such proceeding was frivolous or not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationmade in good faith.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person Person or persons Persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes Directors (as hereinafter defined) even if less than a quorum; or (b) a committee of Disinterested Directors designated by a majority if such vote of is not obtainable or, even if obtainable, if such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dc) by the stockholder or stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other Person as such Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person Person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person Person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. (a) Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (d) if so directed by the Board, by the stockholders of the Company; or provided, however, that if a Change in Control (edefined below) in has occurred, the determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel. (b) In the event that the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 8(b). If a Change in Control has not occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable), and approved by the IndemniteeCompany shall give written notice to the Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, except within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 19 of this Agreement, and the event 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 a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and approved by the Board within 20 days after notification by Indemnitee. Upon failure If (i) an Independent Counsel is to make the determination of entitlement pursuant to this Section 8, and (ii) within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either the Company or Indemnitee may petition the Court of Chancery of the Board State of Directors Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so to select resolved or the person so appointed shall act as Independent Counsel under Section 8(a) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel or upon failure in connection with acting pursuant to Section 8(a) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(b), regardless of the Indemnitee so to approve (or so to select, manner in the event a Change in Control has occurred), which such Independent Counsel shall be was selected upon application to a court of competent jurisdiction. The or appointed. (c) Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days (or in the case of an advancement of Expenses in accordance with Section 16, 20 days; provided, that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 16) after receipt by the Secretary of the Company of a written request for indemnification. If the person making Such request shall include documentation or information that is necessary for such determination shall determine that the and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee is entitled to in connection with a request for indemnification as to part (but not all) or payment of Expenses hereunder, under any other agreement, any provision of the application Company’s Certificate of Incorporation or Bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for indemnification, any such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time Expense and agrees to hold Indemnitee harmless therefrom irrespective of the determinationoutcome of the determination of Indemnitee’s entitlement to indemnification.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms first sentence of Section 6 or Section 8 of this Agreement5(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be determined made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the following person or persons who Board, a copy of which shall be empowered delivered to make such determination Indemnitee; or (as selected ii) if a Change of Control shall not have occurred, (A) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether even though less than a quorum of the Board, or not such majority constitutes a quorum; (bB) by a committee of Disinterested Directors designated by a majority vote of such directorsDisinterested Directors, whether even though less than a quorum of the Board, or not such majority constitutes a quorum; (cC) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Indemnitee; (d) Board, by the stockholders of the Company; or (e) in the event . If it is so determined that a Change in Control has occurredIndemnitee is entitled to indemnification, by Independent Counsel in a written opinion payment to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court on behalf of competent jurisdiction. The determination of entitlement to indemnification Indemnitee) shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar within fifteen (15) days after receipt by such determination. Indemnitee shall cooperate with the Secretary person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board, or stockholder of the Company shall act reasonably and in good faith in making a determination under this Agreement of a written request for the Indemnitee’s entitlement to indemnification. If Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person person, persons or entity making such determination shall determine that be borne by the Indemnitee is entitled to indemnification Company (irrespective of the determination as to part (but not allIndemnitee’s entitlement to indemnification) of and the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationCompany hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Determination of Entitlement to Indemnification. To receive the extent that the provisions of Section 3(c) are inapplicable to a Claim relating to an Indemnifiable Event, upon the final disposition of a Claim that is the subject of a request for indemnification delivered in accordance with and pursuant to Section 3(b), any determination of whether Indemnitee has satisfied any applicable standard of conduct under this Agreement, the BCL that is a legally required condition to indemnification of Indemnitee shall submit a written request hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination made as follows: (as selected by the Board of Directorsi) if no Change in Control has occurred, except with respect to Section 9(e(A) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes even if less than a quorum; quorum of the Board, (bB) by a committee of Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, whether even though less than a quorum or not such majority constitutes a quorum; (cC) if there are no such Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; and (dii) the stockholders of the Company; or (e) in the event that if a Change in Control has shall have occurred, such determination shall be made (A) if Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel The Company shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so use its reasonable best efforts to select such Independent Counsel or upon failure of the Indemnitee so cause any determination required under this Section 3(d) to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary as promptly as practicable. If such determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar have been made within thirty (30) days after the later of (A) receipt by the Secretary of the Company of a written request from Indemnitee for indemnification. If indemnification pursuant to Section 3(b) (the person date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the Person or Persons making such determination shall determine that in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee is entitled to indemnification as under this Agreement shall be required to part (but not all) be made prior to the final disposition of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationany Claim.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the CompanyIndemnitor. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company Indemnitor of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsDirectors of the Indemnitor, except with respect to Section 9(e) below): (a) the Board of Directors of the Company Indemnitor by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsDirectors of the Indemnitor, a copy of which shall be delivered to the Indemnitee; (d) the stockholders by ordinary resolution of the Companyshareholders of Linde; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsDirectors of the Indemnitor, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors of the Indemnitor and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors of the Indemnitor so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company Indemnitor of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that which is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Certificate of Incorporation and By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, 7 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes if any, even if less than a quorumquorum of the Board of Directors; (b) a committee of Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, whether or not such majority constitutes if any, even though less than a quorum; (c) if there are no such Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ed) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Notwithstanding the foregoing, upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification pursuant to Sections 4, 5, 6, 7 or 8 by reason of, or directly or indirectly arising out of, Indemnitee’s service on any special committee of the Board of Directors, the entitlement of the Indemnitee to indemnification shall be determined by Independent Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee. Any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)same, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any costs or expenses (including attorneys' fees) incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. (A) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to EOP a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. (B) Upon such written request pursuant to the Secretary of the Company. Such request shall include documentation or information that is necessary for such subparagraph 6(A), a determination and is reasonably available with respect to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the 's entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, thereto shall be determined by made in the following person or persons who shall be empowered to make such determination specific case: (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ci) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has shall have occurred, by Independent Counsel in a written opinion to the Board of DirectorsTrustees, a copy of which shall be delivered to the Indemnitee (unless the Indemnitee shall request that such determination be made by the Board of Trustees or the shareholders of EOP, in which case by the person or persons or in the manner provided in clauses (ii) or (iii) of this paragraph 6(B)); (ii) if a Change in Control shall not have occurred, (A) by the Board of Trustees by a majority vote of a quorum consisting of Disinterested Trustees, or (B) if a quorum of the Board of Trustees consisting of Disinterested Trustees is not obtainable, or, even if obtainable, if such quorum of Disinterested Trustees so directs, by Independent Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to the Trustee, or (C) by the shareholders of EOP; or (iii) as provided in paragraph 7(B) of this Agreement. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. (C) The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee's entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Such Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by EOP (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and EOP hereby indemnifies and agrees to hold the Indemnitee's harmless therefrom. (D) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to paragraph 6(B) hereof, the Independent Counsel shall be selected as provided in this paragraph 6(D). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors Trustees, and approved by EOP shall give written notice to the Indemnitee, except that in Indemnitee advising such Indemnitee of the event that identity of the Independent Counsel so selected. If a Change in Control has shall have occurred, the Independent Counsel shall be selected by the Indemnitee. Upon failure of Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors Trustees, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to EOP advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee, or EOP, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to select EOP or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in paragraph 1 of this Agreement. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no Independent Counsel shall have been selected or, if selected, shall have been objected to, either EOP or the Indemnitee may petition a court for resolution of any objection which shall have been made by EOP or the 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 paragraph 6(B) hereof. EOP shall pay all reasonable fees and expenses of Independent Counsel incurred in connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses incident to the selection of such Independent Counsel or upon failure of the Indemnitee so pursuant to approve (or so to select, in this paragraph 6(D). In the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall is to be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making Independent Counsel and such determination shall determine that not have been made and delivered in a written opinion within ninety (90) days after the Indemnitee is entitled to indemnification as to part (but not allreceipt by EOP of the Indemnitee's request in accordance with paragraph 6(A), upon the due commencement of any judicial proceeding in accordance with paragraph 8(A) of the application for indemnificationthis Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationcapacity.

Determination of Entitlement to Indemnification. To receive Upon written request by Indemnitee for indemnification under pursuant to this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directorsa quorum of the Board consisting of directors who are not at the time parties to the same or related proceedings; provided, whether or however, that if a quorum of disinterested directors cannot such majority constitutes a quorum; (b) a committee of Disinterested Directors designated be obtained, by a majority vote of a committee duly appointed by the Board and consisting solely of two or more directors who are not at the time parties to the same or related proceedings, directors who are parties to the same or related proceedings being able to participate in the designation of members of the committee; (b) by independent legal counsel selected by a quorum of the Board or its committee in the manner prescribed in (a) above or, if unable to obtain such directorsa quorum or committee, whether by a majority vote of the full Board, including directors who are parties to the same or not such majority constitutes a quorum; related proceedings; (c) if there are no Disinterested Directorsby a panel of three arbitrators consisting of one arbitrator selected by those directors entitled under (b) above to select independent legal counsel, or if one arbitrator selected by the Disinterested Directors so directdirector seeking indemnification, and one arbitrator selected by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; two arbitrators previously selected; (d) the stockholders by an affirmative vote of shares determined in accordance with Section 180.0725 of the CompanyWBCL, shares owned by or voted under the control of persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants, or in any other capacity, being ineligible to vote in making the determination; or or (e) by a court pursuant to Section 180.0854 of the WBCL. Any costs or expenses (including attorneys’ fees) incurred by Indemnitee in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which connection with his request for indemnification hereunder shall be delivered to the Indemnitee. Such Independent Counsel shall be selected borne by the Board of Directors Company. The Company hereby indemnifies and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure agrees to hold Indemnitee harmless therefrom irrespective of the Board of Directors so to select such Independent Counsel or upon failure outcome of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of Indemnitee’s entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (part, but not all) , of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall shall, other than in case of a Change of Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders by a majority vote of a quorum of the Company; outstanding shares of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question. Other than in case of a Change of Control (e) in the event that other than a Change in Control which has occurred, been approved by Independent Counsel in a written opinion to majority of the Company’s Board of DirectorsDirectors who were directors immediately prior to such Change in Control), a copy of which shall be delivered to the Indemnitee. Such such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by lot from among the ten (10) law firms which, according to a court publicly available sources, have the most lawyers practicing in offices located in St. Louis, Missouri (excluding firms that, in any of competent jurisdictiontheir offices, have acted as counsel for the Company or Indemnitee or any other party to the action, suit or proceeding or any affiliate of such person). The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Charter Documents or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then the entitlement of Indemnitee with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments under this Agreement or any other agreement or Charter Document now or hereafter in effect relating to events indemnifiable under this Agreement, shall be determined by Independent Counsel in a written opinion. In case of a Change of Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), Independent Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). If Indemnitee and the Company are unable to agree on the selection of Independent Counsel, such Independent Counsel shall be selected by lot from among the ten (10) law firms which, according to publicly available sources, have the most lawyers practicing in offices located in St. Louis, Missouri (excluding firms that, in any of their offices, have acted as counsel for the Company or Indemnitee or any other party to the action, suit or proceeding or any affiliate of such person). Independent Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Determination of Entitlement to Indemnification. To receive 5.1 The Director shall request indemnification under pursuant to this Agreement, the Indemnitee shall submit a written request Agreement by notice in writing to the Secretary secretary of the Company. Such The secretary shall, promptly upon receipt of Director’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that Director has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, Director shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee Director for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee Director to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by determination: 5.2.1 the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors; or 5.2.2 if such vote is not obtainable or, whether or not even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders Director. 5.3 For purposes of the Company; or (e) in the event that a Change in Control has occurredsub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the IndemniteeDirector. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee Director to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdictionby the American Arbitration Association. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Director. Subject to clause 10, any expenses (including attorneys’ fees) incurred by Director in connection with Director’s request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of Director’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee Director is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. (a) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request to the Secretary of the Company. Such request shall include request, including therein or therewith such documentation or and information that is necessary for such determination and as is reasonably available to the IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. Upon receipt by The Indemnitee may submit one or more such requests from time to time and at such time(s) as the Indemnitee deems appropriate in his or her discretion. The Secretary of the Company shall, ​ promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. ​ (b) Upon such written request pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel (which Independent Counsel shall be selected by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected and approved by the Board of Directors, except Directors in accordance with respect to Section 9(e2-418(e)(2)(ii) below): (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsMGCL, whether which approval shall not be unreasonably withheld, conditioned or not such majority constitutes a quorum; (bdelayed) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee (unless the Indemnitee shall request that such determination be made by the Board, in which case by the person or persons or in the manner provided in clause (ii) of this Section 9(b)); or (ii) if a Change in Control shall not have occurred, (a) by the Board (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Directors (if obtainable), or (b) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or, even if obtainable, if such quorum of Disinterested Directors so directs, by Independent Counsel (which Independent Counsel shall be selected by the Board of DirectorsDirectors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination if it is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine so determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten days after such determination. (c) The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to part the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. ​ (but not alld) The Company shall pay the reasonable fees and expenses of the application for indemnificationIndependent Counsel, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.if one is appointed in accordance in Section 9(b). ​

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or Section 4 , the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurredshareholders, but shares owned by Independent Counsel in a written opinion or voted under the control of directors, including the Indemnitee, who are at the time parties to the Board of Directors, a copy of which shall proceeding may not be delivered to voted on the Indemniteedetermination. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by an Illinois state court judge of the Circuit Court of Xxxx County, Chancery Division, or such other person as such judge shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar sixty (60) days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Damages incurred by Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 forty-five (45) calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is reasonably necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested Directors, whether or not such majority constitutes Directors (as hereinafter defined) even if less than a quorum; or (b) a committee of Disinterested Directors designated by a majority if such vote of is not obtainable or, even if obtainable, if such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as such Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any expenses (including attorneys' fees) incurred by Indemnitee in connection with Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, Upon the Indemnitee shall submit a written request to the Secretary receipt of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required any notice pursuant to the terms of Section 6 or Section 8 of this Agreement4(b) hereof, shall be determined by the following person or persons who shall be empowered to make such a determination (as selected by the Board of Directors, except with respect to Section 9(eIndemnitee's entitlement to indemnification for Liabilities and Expenses or advancement of Expenses hereunder shall be made within ten (10) below): calendar days by (ai) a majority vote of the Board of Directors who are not parties to the Proceeding in respect of the Company which indemnification for Liabilities and Expenses or advancement of Expenses is sought by a majority vote of Disinterested DirectorsIndemnitee, whether or not such majority constitutes even though less than a quorum; , or (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, Directors (a copy of which opinion shall be delivered to the Indemnitee); (d) the stockholders of the Company; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee's entitlement to indemnification for Liabilities and Expenses or advancement of Expenses shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, Directors (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant hereto. If, pursuant to the Indemnitee so to approve (or so to selectforegoing, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination it is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine determined that the Indemnitee is entitled to indemnification as for Liabilities and Expenses or advancement of Expenses, payment to part Indemnitee shall be made within ten (but not all10) calendar days from the date of the application for indemnification, such person notice by Indemnitee pursuant to Section 4(b) hereof. Indemnitee shall reasonably prorate cooperate in the making of such partial determination, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure (excluding any information that counsel for Indemnitee advises Indemnitee not to disclose) and which is reasonably available to Indemnitee and reasonably necessary to such determination. For the avoidance of doubt, any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the Person making such determination shall be included as Expenses for the purposes of this Agreement, shall be recoverable by Indemnitee even if the Company determines Indemnitee is not entitled to indemnification among or advancement of Expenses for the claimsunderlying claim, issues, and shall be subject to advancement under Section 4(a). Nothing in this Section 4(c) shall be construed to limit or matters at issue at modify the time presumptions in favor of the determinationIndemnitee set forth in Section 3(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required expressly provided for pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons persons, who shall be empowered to make such determination determination: (as selected a) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; and (b) if a Change of Control shall not have occurred, (i) by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (bii) by a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ciii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (div) by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon any failure of the Board of Directors so to select such Independent Counsel or upon the failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 30 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information that is necessary for such determination and which is reasonably available to the Indemnitee. Any Expenses incurred by the Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Certificate of Incorporation, Bylaws or any directors’ and officers’ liability insurance of the Company, shall be borne by the Company. The Company shall indemnify the Indemnitee for any such Expense and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person or persons shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination. If it is determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within seven days after such determination.

Determination of Entitlement to Indemnification. To receive 5.1 The Indemnitee shall request indemnification under pursuant to this AgreementAgreement by notice in writing to the secretary of the Company. The secretary shall, promptly upon receipt of the Indemnitee’s request for indemnification, advise in writing the Board or such other person or persons empowered to make the determination as provided in sub-clause 5.2 that the Indemnitee has made such request for indemnification. Subject to clause 10, upon making such request for indemnification, the Indemnitee shall submit a written request be presumed to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination be entitled to indemnification hereunder and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to sub-clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Board, by a majority vote of the Disinterested Directors, whether or not such majority constitutes a quorum; or (b) a committee of Disinterested Directors designated by a majority if such vote of is not obtainable or, even if obtainable, if such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (dc) the stockholders by a majority vote of the Company; or (e) in the event that a Change in Control has occurredshareholders. 5.3 For purposes of sub-clause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe American Arbitration Association. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Subject to clause 10, any expenses (including attorneys’ fees) incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this AgreementA determination, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt if expressly required by the Secretary of the Company of a written request by the Indemnitee for indemnificationapplicable law, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(eIndemnitee’s entitlement to indemnification hereunder shall be made within ninety (90) below): calendar days after final determination in the Proceeding by (ai) the Board of Directors of the Company by a majority vote of Disinterested Directorsthe Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee, whether or not such majority constitutes even though less than a quorum; , or (bii) by a committee of Disinterested Directors such directors designated by a majority vote of such directors, whether or not such majority constitutes directors even though less than a quorum; , or (ciii) if there are no Disinterested Directorssuch directors, or if the Disinterested Directors such directors so direct, by Independent Counsel in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee) or (iv) if so directed by the Indemnitee; (d) the stockholders Board, by a vote of the Companyshareholders; or (e) in the event provided, however, that if there has been a Change in of Control has occurredat or prior to the time of such notice by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined within the foregoing time period by Independent Counsel selected by Indemnitee, such determination to be set forth in a written opinion to the Board of Directors, (a copy of which opinion shall be delivered to Indemnitee). The Company agrees to pay the Indemnitee. Such reasonable fees of any Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or upon failure of relating to this Agreement or its engagement pursuant hereto. If, pursuant to the foregoing, it is determined that Indemnitee so is entitled to approve (or so indemnification, payment to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification Indemnitee shall be made and(net of all amounts, unless a contrary determination is madeif any, such indemnification shall be paid in full by the Company not later than 60 previously advanced to Indemnitee 5 or other Persons on Indemnitee’s behalf) within thirty (30) calendar days after receipt by from the Secretary date of notice to the Company of a written the determination. Indemnitee shall reasonably cooperate in the making of such determination, including providing upon reasonable advance request for indemnificationany documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. If Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person Person making such determination shall determine that be included as Expenses for the purposes of this Agreement. Nothing in this Section 4(c) shall be construed to limit or modify the presumptions in favor of Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationset forth in Section 3(b).

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary General Counsel of the Company. Such request shall include a schedule setting forth in detail the dollar amounts requested, supported by copies of the bill, agreement or other documentation relating thereto (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) and such other documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary General Counsel of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary General Counsel of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of the Disinterested DirectorsDirectors (as hereinafter defined), whether or not such majority constitutes even though less than a quorum; or (b) by a committee of Disinterested Directors designated by a majority vote of such directorsDirectors, whether or not such majority constitutes even though less than a quorum; or (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirect by majority vote, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) by the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Disinterested Directors by majority vote and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any costs or expenses (including attorneys’ fees) incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless therefore irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Notwithstanding the foregoing, any failure of the Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of DirectorsBoard, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, at the option of the Indemnitee, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnificationindemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 10 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 4, 5, 6, 7, or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a ----------------------------------------------- written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (das hereinafter defined) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with the Indemnitee's request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary an officer of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary an officer of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary an Officer of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. It is the intention of the parties that this Agreement provide the Indemnitee with rights to indemnification that are as favorable as may be permitted by Delaware law and the public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event that there is any question as to whether the Indemnitee is entitled to indemnification under this Agreement. (a) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request to the Secretary of the Company. Such request shall include request, including such documentation or and information that is necessary for such determination and as is reasonably available to the IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. Upon receipt by the The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. (b) Upon written request by the Indemnitee for indemnificationindemnification under Section 7(a), the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) in the event that no Change of Control has occurred, by (i) the Board of Directors of the Company Company, by a majority vote of a quorum consisting of Disinterested Directors; or (ii) if such a quorum is not obtainable or, even if obtainable, if either the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated the Indemnitee, by a majority vote of such directorsnotice to the Company, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directelects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; Indemnitee and (d) the stockholders of the Company; or (eb) in the event that a Change in of Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by The term “Disinterested Director” means a Director of the Board Company who is not or was not a party to the Proceeding in respect of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected which indemnification is being sought by the Indemnitee. Upon failure The term “Independent Counsel” means a law firm or a member of a law firm that neither is presently nor in the Board of Directors so past five years has been retained to select such Independent Counsel represent: (i) the Company or upon failure of the Indemnitee so in any matter material to approve either such party, or (or so ii) any other party to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application Proceeding giving rise to a court claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of competent jurisdiction. The determination professional conduct then prevailing, would have a conflict of entitlement interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationunder this Agreement.

Determination of Entitlement to Indemnification. To receive indemnification under (a) For purposes of this Agreement, the Indemnitee shall submit a written request “Reviewing Party” with respect to the Secretary determination of the Company. Such each indemnification request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by (A) the following person or persons who shall be empowered to make Board, with such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company being made by a majority vote of Disinterested Directorsthe Board, notwithstanding whether one or not such majority constitutes more Director is or has been a quorum; party to the Proceeding or is concerned with the relevant Indemnifiable Event with respect to which indemnification is being sought, or (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (cB) if (i) the Board so directs or (ii) there are no Disinterested Directorshas been a Change in Control, or if the Disinterested Directors so direct, by Independent Counsel in (as hereinafter defined), with such determination evidenced by a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination If it is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine determined that the Indemnitee is entitled to indemnification indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination if not already advanced or reimbursed by the Company in accordance with Section C.2 (“Indemnification Payment”). The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the 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 part (but not allthe Indemnitee’s entitlement to indemnification) of and the application for indemnification, such person shall reasonably prorate such partial indemnification among Company hereby indemnifies and agrees to hold the claims, issues, or matters at issue at Indemnitee harmless therefrom to the time of the determinationextent as aforesaid.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and determination, is reasonably available to the Indemnitee, and is not already in the control of the Company. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent such indemnification is not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e8(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive (a) Any indemnification under Sections 2 and 3 of this Agreement, the Indemnitee Agreement (unless ordered by a court) shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt be made by the Secretary of Company only as authorized in the Company of specific case upon a written request by the Indemnitee for indemnification, the entitlement determination (in accordance with this Section 6) that indemnification of the Indemnitee is proper in the circumstances because such Indemnitee has met the applicable standard of conduct set forth in Section 2 or 3, as the case may be. A determination of entitlement to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, indemnification shall be determined made by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (ai) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (bii) a committee if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether so directs or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (dii) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such The Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application of Indemnitee by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court make such selection. (b) Notwithstanding anything in the foregoing to the contrary, to the extent that the Indemnitee has been successful, on the merits or otherwise, in defense of competent jurisdiction. The any Proceeding referred to in Sections 2 and 3, or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. (c) A determination of entitlement to indemnification shall be made andby written request of the Indemnitee. The request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee, unless and shall include a contrary statement that the Indemnitee has met the applicable standard of conduct set forth in Section 2 or 3 of this Agreement, as the case may be. Promptly upon receipt of the Indemnitee’s request for indemnification, the Secretary of the Company shall advise in writing the Board of Directors or such other person or persons empowered to make the determination of entitlement to indemnification that the Indemnitee has made a written request for indemnification. A determination of entitlement to indemnification shall be made promptly thereafter and not later than 65 days after receipt by the Company of a written request. (d) If it is madedetermined that the Indemnitee is entitled to all or part of the indemnification with respect to which the Indemnitee has made a request, such the amount of the indemnification to which the Indemnitee is entitled shall be paid in full by the Company not later than 60 calendar within 90 days after receipt by the Secretary Company of the Company of a written request for indemnification. (e) Any Expenses incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby agrees to indemnify the Indemnitee for any such Expense and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 8, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 forty-five (45) calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is reasonably necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. It is the intention of the parties that this Agreement provide the Indemnitee with rights to indemnification that are as favorable as may be permitted by Cayman Islands law. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event that there is any question as to whether the Indemnitee is entitled to indemnification under this Agreement. A. To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request to the Secretary of the Company. Such request shall include request, including such documentation or and information that is necessary for such determination and as is reasonably available to the IndemniteeIndemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. Upon receipt by the Secretary An executive officer of the Company shall, promptly upon receipt of such a written request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with a request for indemnificationindemnification hereunder shall be borne by the Company. B. The Indemnitee shall be conclusively entitled to indemnification hereunder unless and until a court of competent jurisdiction shall have made a final determination, not subject to appeal, that the Indemnitee is not entitled to indemnification hereunder and under applicable law. C. The Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to the Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. In addition, the entitlement knowledge and/or actions, or failure to act, of any other Lender Appointing Person of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 9(C) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. D. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. In addition, the termination of any Proceeding by judgment, order, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (i) create a presumption that the Indemnitee did not act in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such Indemnitee’s conduct was unlawful; or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall except as may be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationprovided herein.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Company, by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (b) if such a quorum is not obtainable or, even if obtainable, if the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (das hereinafter defined) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee. Upon failure of the Board to so select, except that in or upon failure of the event that a Change in Control has occurredIndemnitee to so approve, such Independent Counsel, such Independent Counsel shall be selected by the Indemnitee. Upon failure Chancellor of the Board State of Directors so Delaware or such other person as the Chancellor shall designate to select make such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdictionselection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys’ fees) incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 3 or Section 4 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether Directors (as hereinafter defined); or not such majority constitutes a quorum; (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (ec) in by the event that a Change in Control has occurredstockholders, but shares owned by Independent Counsel in a written opinion or voted under the control of directors, including the Indemnitee, who are at the time parties to the Board of Directors, a copy of which shall proceeding may not be delivered to voted on the Indemniteedetermination. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a by any state or federal court situated in the State of competent jurisdictionNew York. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not no later than 60 calendar sixty (60) days after receipt by the Secretary of the Company of a written request for indemnification. If the person making Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Damages incurred by Indemnitee in connection with his request for indemnification hereunder shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.be borne by the

Determination of Entitlement to Indemnification. To receive indemnification a. The obligations of Lyondell under Section 2 of this Agreement shall be subject to the condition that the Reviewing Party shall have determined (in a written opinion, in any case in which Independent Counsel is the Reviewing Party) or have been deemed to determine that the Indemnitee is permitted to be indemnified under applicable law. b. In making a determination as to indemnification, the Reviewing Party shall use the presumptions and conventions described in Sections 4c and 4e of this Agreement. c. After the final disposition of any Claim covered by this Agreement, the Indemnitee shall submit send to Lyondell a written request for any indemnification sought under this Agreement. Such written request shall contain sufficient information to reasonably inform Lyondell about the Secretary nature and extent of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the indemnification sought by Indemnitee. Upon . d. If there has not been a Change of Control, no later than 15 days following receipt by the Secretary of the Company Lyondell of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, Lyondell shall deliver such request to the extent not required Reviewing Party for its review pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) . Except in the event that a Change in Control has occurred, the determination of entitlement to indemnification is required by Independent Counsel applicable law to be made in a written opinion opinion, if such Reviewing Party shall not have made and furnished to the Board of Directors, Indemnitee in writing a copy of which shall be delivered determination as to the Indemnitee. Such Independent Counsel shall be selected 's entitlement to indemnification within 60 days after receipt by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure Lyondell of the Board of Directors so to select such Independent Counsel or upon failure of request therefor, the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The requisite determination of entitlement to indemnification shall be made and, unless a contrary determination is deemed to have been made, and Indemnitee shall be entitled to such indemnification unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification or such indemnification is prohibited by applicable law. e. If there has been a Change in Control, then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and advances under this Agreement, the Reviewing Party shall be paid an Independent Counsel selected in full the following manner. Indemnitee shall give Lyondell written notice advising of the identity and address of the Independent Counsel selected by the Company not later than 60 calendar Indemnitee. Unless Lyondell objects within seven days after receipt of such written notice of selection, the Independent Counsel selected by Indemnitee shall be the Reviewing Party. Any such objection by Lyondell may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel, and the objection shall set forth with particularity the factual basis of such assertion. If Lyondell so objects, Indemnitee may petition the Court for a determination that Lyondell’s objection to the selection of an Independent Counsel is without a reasonable basis and/or for the appointment as Reviewing Party of an Independent Counsel selected by the Secretary of Court. f. The Indemnitee and Indemnitee's counsel shall be given an opportunity to be heard and to present evidence on the Company of Indemnitee's behalf in connection with consideration by the Reviewing Party. g. An Independent Counsel who serves as a Reviewing Party, among other things, shall render its written request for indemnification. If the person making such determination shall determine that opinion to Lyondell and the Indemnitee is entitled to indemnification as to part whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. Lyondell agrees to provide full cooperation to and to pay the reasonable fees of such Independent Counsel and to indemnify fully such counsel against any and all expenses (but not all) of the application for indemnificationincluding attorneys' fees), such person shall reasonably prorate such partial indemnification among the claims, issuesliabilities and damages actually and reasonably incurred, arising out of or matters at issue at the time of the determinationrelating to this Agreement or its engagement pursuant hereto.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the 5.1 Indemnitee shall submit a written request indemnification pursuant to this Deed by notice in writing to the Secretary General Counsel of the Company or, if not the same person, to the secretary of the Company. Such The secretary shall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing the Board and the Board Designee or such other person or persons empowered to make the determination as provided in Section 5.2 that Indemnitee has made such request for indemnification. Subject to ARTICLE 10, upon making such request for indemnification, Indemnitee shall include documentation or information that is necessary for such determination be presumed to be entitled to indemnification hereunder and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to Section 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Deed shall be determined in the following circumstances and by the following person or persons who who, in each instance, shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) if a Change in Control shall not have occurred, (i) by the Board of Directors of the Company Board, by a majority vote of the Disinterested Directors, whether or by the Board Designee; or (ii) if such Board vote or the Board Designee determination under (a)(i) is not obtainable or, even if obtainable, if such majority constitutes a quorum; (b) a committee of Disinterested Directors designated (by majority vote) or the Board Designee so directs, by (y) Independent Counsel in a written opinion to the Board and the Board Designee, a copy of which shall be delivered to Indemnitee; or (z) a majority vote of such directors, whether or not such majority constitutes a quorumthe shareholders of the Company; and (cb) if there are no Disinterested Directors, or if the Disinterested Directors so direct, a Change in Control shall have occurred, (i) by Independent Counsel in a written opinion to the Board of Directorsand the Board Designee, a copy of which shall be delivered to the Indemnitee; or (dii) at Indemnitee’s sole option, Indemnitee shall have the stockholders of the Company; or (e) right to direct that such determination be made in the event that a Change manner provided in Control has occurredSection 5.2(a). 5.3 For purposes of Section 5.2(a)(ii), by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors or the Board Designee and approved by the Indemnitee, except that in the event that a Change in Control has occurredIndemnitee and for purposes of Section 5.2(b), Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors or the Board Designee to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe American Arbitration Association. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is reasonably necessary for such determination and which is reasonably available to Indemnitee. Subject to ARTICLE 10, any Expenses incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall persons may, subject to ARTICLE 10, reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. It is the intention of the parties that this Agreement provide the Indemnitee with rights to indemnification that are as favorable as may be permitted by Washington law and the public policy of the State of Washington. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event that there is any question as to whether the Indemnitee is entitled to indemnification under this Agreement. (a) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request for indemnification, including an identification of the action, Proceeding or claim giving rise to such request. In addition, at the Secretary request of the Company. Such request , the Indemnitee shall include also provide such other documentation or and information that as is necessary for such determination reasonably requested by the Company and which is reasonably available to the IndemniteeIndemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. Upon receipt by the The Secretary or Assistant Corporate Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company. (b) Upon written request by the Indemnitee for indemnificationindemnification under Section 7(a), the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination determination: (a) in the event that no Change of Control (as selected defined in Section 10 below) has occurred, by the Board of Directors, except with respect to Section 9(e) below): (ai) the Board of Directors of the Company or a duly designated committee of the Board of Directors of the Company to whom such authority has been delegated, by a majority vote of a quorum consisting of Disinterested Directors; or (ii) if such a quorum is not obtainable or, even if obtainable, if either the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated the Indemnitee, by a majority vote of such directorsnotice to the Company, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directelects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; Indemnitee and (d) the stockholders of the Company; or (eb) in the event that a Change in of Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by The term “Disinterested Director” means a Director of the Board Company who is not or was not a party to the Proceeding in respect of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected which indemnification is being sought by the Indemnitee. Upon failure The term “Independent Counsel” means a law firm with a reputable corporate governance practice or a member of such a law firm that neither is presently nor in the Board of Directors so past five years has been retained to select such Independent Counsel represent: (i) the Company or upon failure of the Indemnitee so in any matter material to approve either such party, or (or so ii) any other party to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application Proceeding giving rise to a court claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of competent jurisdiction. The determination professional conduct then prevailing, would have a conflict of entitlement interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationunder this Agreement.

Determination of Entitlement to Indemnification. To receive 5.1 The Indemnitee shall request indemnification under pursuant to this AgreementAgreement by notice in writing to the secretary of the Company (the “Indemnity Notice”). The secretary shall, promptly upon receipt of the Indemnity Notice, advise in writing the Board or such other person or persons empowered to make the determination as provided in clause 5.2 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall submit a written request be presumed to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination be entitled to indemnification hereunder and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company shall have the burden of a proof in the making of any determination contrary to such presumption. 5.2 Upon written request by the Indemnitee for indemnificationindemnification pursuant to clause 3.1, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company Board, by a majority vote of the Disinterested Directors, whether or not such majority constitutes a quorum; or (b) in the event that (i) the Board so determines or (ii) a committee of Disinterested Directors designated Change in Control shall have occurred (other than a Change in Control which has been approved by a majority vote of the members of the Board who were directors immediately prior to such directorsChange in Control), whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, then by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders . 5.3 For purposes of the Company; or (e) in the event that a Change in Control has occurredclause 5.2, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and reasonably approved by the Indemnitee; provided, except that in the event that following a Change in Control has occurred, Independent Counsel shall will be selected by the IndemniteeIndemnitee and reasonably approved by the Disinterested Directors (or, if there are no Disinterested Directors, by the Board). Upon any failure of the Board of Directors so to select such Independent Counsel or upon failure to be selected and approved as aforesaid within 30 days of the Indemnitee so to approve (or so to select, in date of receipt of the event a Change in Control has occurred)Indemnity Notice, such Independent Counsel shall be selected upon application by a single arbitrator pursuant to a court the rules of competent jurisdictionthe American Arbitration Association. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary Company of the Company of a written Indemnity Notice. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any expenses (including attorneys’ fees) incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. If the person or persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall persons may reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time in respect of the determinationwhich indemnification is requested.

Determination of Entitlement to Indemnification. To receive (a) Except as provided in Section 5(a) above and except for indemnification claims under this AgreementSection 6 above, the Indemnitee shall submit be entitled to indemnification pursuant to this Agreement only upon a written request determination that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the Secretary best interests of the Company. Such request shall include documentation or information , and with respect to any criminal Proceeding, had no reasonable cause to believe that is necessary for such determination and is reasonably available to the Indemnitee. ’s conduct was unlawful. (b) Upon receipt by the Secretary of the Company of a written request by of the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, such requested indemnification shall be determined by one of the following person or persons who shall be empowered to make such determination methods: (as selected by the Board of Directors, except with respect to Section 9(ei) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; or (bii) by a committee of Disinterested Directors designated by a majority vote of such directorsDisinterested Directors, whether or not such majority constitutes a quorumquorum of the Board; or (ciii) if there are no not Disinterested Directors, Directors or if the Disinterested Disisnterested Directors so direct, by Independent Counsel in a written opinion to the Board Board, or designated committee of the Board, with a copy to the Indemnitee, which Independent Counsel shall be selected by majority vote of the Company’s directors at a meeting at which a quorum is present, or a majority vote of the Disinterested Directors, or committee of Disinterested Directors; or (iv) if so directed by the Board, by the Company’s stockholders, by a majority vote of those in attendance at a meeting at which a quorum is present; or (v) in the event that a Change of Control has occurred, upon written request of the Indemnitee, by Independent Counsel (selected by the Indemnitee) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; . (c) 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 7(b) hereof. The Company shall pay all costs associated with its determination of the Indemnitee’s eligibility for indemnification. (d) To obtain indemnification under this Agreement, the stockholders Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Promptly upon receipt of the Company; or (e) in Indemnitee’s request for indemnification, the event that a Change in Control has occurred, by Independent Counsel in a secretary of the Company shall provide written opinion notice of such request to the Board of Directorsor such other person or persons empowered to make the determination requested in Section 7(b), a copy of which and the Company shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve thereafter promptly make (or so cause to selectbe made) such determination. Subject to Section 11, in if the event a Change in Control has occurred), such Independent Counsel shall be Person empowered or selected upon application under Section 7(b) to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that whether the Indemnitee is entitled to indemnification as to part shall not have made a determination within thirty (but not all30) days after receipt by the Company of the application request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law or Section 11 hereof, be deemed to have been made and the 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 person indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the Person making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 7(d) shall reasonably prorate not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 7(b)(iv) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such partial indemnification among determination, the claims, issuesBoard resolves to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or matters at issue at (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the time purpose of making such determination, such meeting is held for such purpose within sixty (60) 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 7(b)(iii) of this Agreement. (e) In making a determination with respect to entitlement to indemnification hereunder, the Person or Persons making such determination shall presume (unless there is clear and convincing evidence to the contrary) that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence. Neither the failure of the determinationCompany (including by its Board or Independent 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 Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its Board or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Determination of Entitlement to Indemnification. It is the intention of the parties that this Agreement provide the Indemnitee with rights to indemnification that are as favorable as may be permitted by Delaware law and the public policy of the State of Delaware by virtue of Section 13 of the Xxxxxxxx Islands Business Corporations Act. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event that there is any question as to whether the Indemnitee is entitled to indemnification under this Agreement. (a) To receive obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request for indemnification reasonably promptly after being served with any summons, citation, subpoena, complaint, indictment, information, notice of liability or other document relating to any Proceeding or claim giving rise to a request, including an identification of the Secretary action, Proceeding or claim giving rise to such request. In addition, at the request of the Company. Such request , the Indemnitee shall include also provide such other documentation or and information that as is necessary for such determination reasonably requested by the Company and which is reasonably available to the IndemniteeIndemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. Upon receipt by the The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. Any reasonable Expenses incurred by the Indemnitee in connection with such request for indemnification hereunder shall be borne by the Company. (b) Upon written request by the Indemnitee for indemnificationindemnification under Section 6(a), the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons persons, who shall be empowered to make such determination determination: (as selected x) in the event that no Change of Control has occurred, by the Board of Directors, except with respect to Section 9(e) below): (ai) the Board of Directors of the Company Company, by a majority vote of a quorum consisting of Disinterested Directors; or (ii) if such a quorum is not obtainable or, even if obtainable, if either the Board of Directors, by the majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated the Indemnitee, by a majority vote of such directorsnotice to the Company, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directelects, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; Indemnitee and (d) the stockholders of the Company; or (ey) in the event that a Change in of Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by The term “Disinterested Director” means a Director of the Board Company who is not or was not a party to the Proceeding in respect of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected which indemnification is being sought by the Indemnitee. Upon failure The term “Independent Counsel” means a law firm or a member of a law firm that neither is currently nor in the Board of Directors so past five years has been retained to select such Independent Counsel represent: (i) the Company or upon failure of the Indemnitee so in any matter material to approve any such party, or (or so ii) any other party to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application Proceeding giving rise to a court claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of competent jurisdiction. The determination professional conduct then prevailing, would have a conflict of entitlement interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationunder this Agreement.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) in the event that no Change of Control has occurred, by (i) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (bii) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (ciii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (div) the stockholders of the Company; or Company and (eb) in the event that a Change in of Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such an Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)such choice, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made andmade, and unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full fully by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Certificate of Incorporation and Bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that which is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7, the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in of Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and reasonably approved by the Indemnitee, except that in the event that a Change in of Control has occurred, Independent Counsel shall be selected by Indemnitee and reasonably approved by the IndemniteeBoard of Directors. Upon failure of the Board of Directors so to select (or so to approve, in the event that a Change of Control has occurred) such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event that a Change in of Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Certificate of Incorporation and By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Chief Executive Officer or the Secretary of the CompanyCompany1. Such request shall include such documentation or and information that is necessary for such determination and as is reasonably available to the IndemniteeIndemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification (the “Supporting Documentation”). Upon receipt by the The Secretary of the Company of a written request by shall promptly advise the Board in writing that the Indemnitee for has requested indemnification, the entitlement . The determination of the Indemnitee Indemnitee’s entitlement to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, indemnification shall be determined made by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors a majority of the Company Disinterested Directors (including by a majority vote of the Disinterested DirectorsDirector, whether or not such majority constitutes a quorumif there is only one); (b) a majority of a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorumthe Disinterested Directors; (c) Independent Counsel, if a majority of the Disinterested Directors so directs or there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the CompanyCompany (but only if a majority of the Disinterested Directors determines that the issue of entitlement to indemnification should be submitted to the stockholders for their determination); or (e) in the event that a Change in Control has occurredoccurred and the Indemnitee so requests (in which case the Disinterested Directors shall be deemed to have so directed), by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to the Indemnitee; or (f) as provided in Section 10. Such In the event the determination of entitlement to indemnification is to be made by Independent Counsel, a majority of the Disinterested Directors shall select 1 Note to Company: Please confirm. the Independent Counsel, but only an Independent Counsel shall be selected by to which the Board of Directors and approved by the IndemniteeIndemnitee does not reasonably object; provided, except however, that in the event that if a Change in Control has occurredoccurred or there are no Disinterested Directors, the Indemnitee shall select such Independent Counsel, but only an Independent Counsel shall be selected by to which the IndemniteeBoard does not reasonably object. Upon failure of the Board of Disinterested Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to selectthe Indemnitee, in the event a Change in Control has occurred)occurred or there are no Disinterested Directors) to select such Independent Counsel or upon objection by the Indemnitee or Board to the selection of Independent Counsel, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of the Indemnitee’s entitlement to indemnification shall be made andnot later than sixty (60) calendar days after receipt by the Company of the written request therefor together with the Supporting Documentation, and unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 five (5) calendar days after receipt by the Secretary of the Company of a written request for indemnificationsuch determination has been made, or is deemed to have been made pursuant to Section 10. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive If the person, persons or entity empowered or selected under Section 2(c) of this Agreement to determine whether Indemnitee is entitled to indemnification under this Agreement, the Indemnitee shall submit not have made a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon within 60 days after receipt by the Secretary Company of the Company of a written request by the Indemnitee for indemnificationtherefor, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The requisite determination of entitlement to indemnification shall be deemed to have been made andand Indemnitee shall be entitled to such indemnification, unless absent (i) a contrary determination is mademisstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60- day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5(b) shall not apply (i) if the determination of entitlement to indemnification is to be paid in full made by the Company not later than 60 calendar stockholders and (A) within 15 days after receipt by the Secretary Company of the Company of a written request for indemnification. If such determination the person Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination shall determine that is made thereat, or (ii) if the Indemnitee is entitled determination of entitlement to indemnification as is to part (but not allbe made by the Independent Legal Counsel pursuant to Section 2(d) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determinationthis Agreement.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested DirectorsDirectors (defined below), whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by Indemnitee. Notwithstanding the Indemniteeforegoing, except that in the event that if a Change in Control has occurredoccurred since the date of this Agreement and the Indemnitee specifically requests in Indemnitee’s written request for indemnification pursuant to Sections 3, Independent Counsel 4, 5, 6 or 7, that such determination not be made by the parties identified in (a) or (b) above, such determination shall be selected made by the Indemniteeparty(ies) empowered to make such determination as identified in (c) or (d). Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 30 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Section 2 or 3 hereof, the entitlement of the Indemnitee to indemnification, to the extent not required indemnification pursuant to the terms of Section 6 or Section 8 of this Agreement, Agreement shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors, whether or not such majority constitutes a quorumDirectors (as defined in Section 17 below); (b) if such a committee quorum is not obtainable or, even if obtainable, if the Board of Directors by the majority vote of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so directdirects, by Independent Counsel (as defined in Section 17 below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; , or (ec) in by the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemniteestockholders. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors to so to select such Independent Counsel or upon failure of the Indemnitee to so to approve (or so to select, in the event a Change in Control has occurred)approve, such Independent Counsel shall be selected upon application by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to a court of competent jurisdictionmake such selection. The Such determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar 45 days after receipt by the Secretary of the Company of a written request for indemnification. Such request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any costs or expenses (including attorneys' fees) incurred by the Indemnitee in connection with his or her request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom irrespective of the outcome of the determination of the Indemnitee's entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the such claims, issues, issues or matters at issue at the time of the determinationmatters.

Determination of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that which is necessary for such determination and which is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnificationindemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of the Indemnitee to indemnification, to the extent not required provided pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, and such indemnification shall be paid in full by the Company Company, not later than 60 90 calendar days after receipt by the Secretary of the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Bylaws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, issues or matters at issue at the time of the determination.