Common use of Determination That Indemnification Is Proper Clause in Contracts

Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection with making this standard of conduct determination.

Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“"disinterested directors”"), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ ' and experts’ ' fees and expenses) incurred by Indemnitee in connection with making this standard of conduct determination.

Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“"disinterested directors”"), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ ' and experts’ ' fees and expenses) incurred by Indemnitee in connection so cooperating with the persons making this standard of conduct determination.

Determination That Indemnification Is Proper. Any (a) Except as provided in Section 11.05(b), any indemnification hereunder shall under Section 11.01 (unless otherwise ordered by a court) shall be made by the Company unless Corporation only as authorized in the specific case upon a determination is made that indemnification of such the person is not proper in the circumstances because he or she the person has not met the applicable standard of conduct set forth provided by applicable law, and upon an evaluation of the reasonableness of expenses and amounts paid in Section 1(b) hereofsettlement. Any such The determination and evaluation shall be made by one in any of the following methods, at the election of Indemnitee: ways: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii1) by a majority vote of a quorum of the outstanding shares Board consisting of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall consist of stockholders directors who are not at that time parties or threatened to be made parties to the action, suit suit, or proceeding proceeding; (2) if the quorum described in questionclause (1) above is not obtainable, then by majority vote of a committee of directors duly designated by the Board and consisting solely of two or more directors who are not at the time parties or threatened to be made parties to the action, suit, or proceeding; (iv3) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed opinion, which counsel shall be selected in one of the following ways: (i) by the Board or its committee in the manner prescribed in clause (1) or (2); or (ii) if a quorum of the Board cannot be obtained under clause (1) and a committee cannot be designated under clause (2), by the Board; (4) by the Shareholders, but Shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the Board of Directorsaction, a copy of which shall be delivered to Indemniteesuit, or proceeding may not be voted on the determination or evaluation; or (v5) by all independent directors who are not parties or threatened to be made parties to the action, suit, or proceeding. (b) If the Articles of Incorporation include a court provision eliminating or limiting the liability of competent jurisdiction. Indemnitee shall cooperate with reasonable requests a director pursuant to Section 209(1)(c) of the persons making such MBCA, the Corporation shall indemnify a director for the expenses and liabilities described in this paragraph without a determination that the director has met the standard of conduct determinationset forth in the MBCA, including providing but no indemnification may be made except to such persons 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 without incurring any unreimbursed cost the extent authorized in connection therewith. The Company shall indemnify and hold harmless Indemnitee against andSection 564c of the MBCA, if requested by Indemniteethe director received a financial benefit to which he or she was not entitled, shall reimburse Indemnitee forintentionally inflicted harm on the Corporation or its Shareholders, violated Section 551 of the MBCA, or advance to Indemniteeintentionally violated criminal law. In connection with an action or suit by or in the right of the Corporation, within five business days of such request accompanied by supporting documentation indemnification under this Section 11.05(b) may be for specific costs and expenses to be reimbursed or advancedexpenses, any and all costs and expenses (including attorneys’ fees, actually and experts’ fees and expenses) incurred by Indemnitee in reasonably incurred. In connection with making an action, suit or proceeding other than one by or in the right of the Corporation, indemnification under this standard of conduct determinationSection 11.05(b) may be for expenses, including attorneys’ fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred.

Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a reasonable determination is made that indemnification of such person is not proper in the circumstances because he or she Indemnitee has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (ia) by a majority vote the Board of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) Directors by a majority vote of a quorum consisting of the 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 directors not at that the time parties to the action, suit or proceeding in questionProceeding, (ivb) if a quorum cannot be obtained under clause (a), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the Proceeding; or (c) by independent special legal counsel mutually agreed upon (i) selected by the Company Board of Directors or its committee in the manner prescribed in clause (a) or (b), or (ii) if a quorum of the Board of Directors cannot be obtained under clause (a) and Indemnitee a committee cannot be designated under clause (b), selected by a majority vote of the full Board of Directors, in which selection directors who are parties may participate, or (d) by the holders of the Corporation’s common stock, but shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted on the determination. Notwithstanding the foregoing, in the event there has been a written opinion addressed change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification, an advance or reimbursement is claimed, other than through successor directors approved by the Board of Directors, a copy of which any determination as to such indemnification, advance or reimbursement shall be delivered made by special legal counsel agreed upon by the Board of Directors and the Indemnitee. If the Board of Directors and the Indemnitee are unable to Indemniteeagree upon such special legal counsel, or (v) by the Board of Directors and the Indemnitee each shall select a court of competent jurisdictionnominee, and the nominees shall select such special legal counsel. Indemnitee shall cooperate with reasonable requests of the person, persons or entity making such standard of conduct determinationdetermination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewithdetermination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, Any costs or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including reasonable attorneys’ and experts’ fees and expensesdisbursements) incurred by Indemnitee in connection so cooperating with the person, persons or entity making this standard such determination shall be borne by the Corporation (irrespective of conduct determinationthe determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: in accordance with Section 5 and (ia) by a majority vote of the directors who are not and were not parties to, or threatened to be made a party to, the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (iib) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iiic) by a majority vote of a quorum of the 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, (ivd) by one independent legal counsel mutually agreed upon (regardless whether indemnification is sought by one or more than one director or officer), or (e) by a court of competent jurisdiction; provided, however, that if a Change in Control shall have occurred or indemnification is sought in connection with a Company Authorized Proceeding, an indemnification determination hereunder shall be made by the Company and Indemnitee independent legal counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing jurisdiction if no independent legal counsel is timely selected or is willing or able to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection with making this standard of conduct determinationact.

Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directorsDisinterested Directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, even if less than a quorum, (iii) by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall consist of stockholders shareholders who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection with making this standard of conduct determination.

Determination That Indemnification Is Proper. Any indemnification hereunder shall under this Agreement will (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof). Any such determination shall will be made by one of the following methods, at the election of Indemnitee: in accordance with Section 5 and (ia) by a majority vote of the directors who are not and were not parties to, or threatened to be made a party to, the action, suit or proceeding Claim in question (“disinterested directors”), even if less than a quorum, (iib) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iiic) by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall will consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (ivd) by one independent legal counsel mutually agreed upon (regardless whether indemnification is sought by one or more than one director or officer), or (e) by a court of competent jurisdiction; provided, however, that if a Change in Control will have occurred or indemnification is sought in connection with a Company Authorized Proceeding, an indemnification determination under this Agreement will be made by the Company and Indemnitee independent legal counsel in a written opinion addressed to the Board of Directors, a copy of which shall will be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing jurisdiction if no independent legal counsel is timely selected or is willing or able to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection with making this standard of conduct determinationact.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 4(b). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof, the Independent Counsel shall be selected as provided in this Section 4(b). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate have been given, deliver to the Corporation, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with reasonable requests 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 in proper form, the Independent Counsel 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 submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the persons making State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Corporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such standard of conduct determinationother person as the court shall designate, including providing and the person with respect to such persons documentation whom all objections are so resolved or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewiththe person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemniteecounsel, or (v) by a court of competent jurisdiction. (b) If the determination of entitlement to indemnification is to be made by independent legal counsel pursuant to Section 3(a), the independent legal counsel shall be selected as provided in this Section 3(b). The independent legal counsel shall be selected by the Board of Directors. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate 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 legal counsel so selected does not meet the requirements of “independent legal counsel” as defined in Section 7 of this Agreement, and the objection shall set forth with reasonable requests particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as independent legal counsel. If a written objection is made and substantiated, the independent legal counsel selected may not serve as independent legal 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 submission by Indemnitee of a written request for indemnification, no independent legal counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the persons making State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of independent legal counsel and/or for the appointment as independent legal counsel of a person selected by the court or by such standard of conduct determinationother person as the court shall designate, including providing and the person with respect to such persons documentation whom all objections are so resolved or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewiththe person so appointed shall act as independent legal counsel. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of independent legal counsel incurred by Indemnitee such independent legal counsel in connection with making acting pursuant to Section 3 hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this standard Section 3(b), regardless of conduct determinationthe manner in which such independent legal counsel was selected or appointed.

Determination That Indemnification Is Proper. Any indemnification hereunder under this Agreement shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard standards of conduct set forth in Section 1(b) hereof1.1 or 1.2, as applicable, and Section 1.4 above. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors managers who are not parties to the action, suit or proceeding in question (“disinterested directorsmanagers”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors managers designated by majority vote of disinterested directorsmanagers, even if less than a quorum, (iii) by a majority vote of a quorum of the outstanding shares members of stock of all classes entitled to vote on the matter, voting as a single classCompany, which quorum shall consist of stockholders members who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemniteecounsel, or (v) by a the Court of Chancery of the State of Delaware or other court of competent jurisdiction. Upon submission to the Company of a written request for indemnification, Indemnitee shall cooperate with reasonable requests of be entitled to a rebuttable presumption that he has met the persons making such applicable standard of conduct determination, including providing to such persons 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 without incurring any unreimbursed cost for indemnification set forth in connection therewiththis Section 1. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance have the burden of proof to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee overcome that presumption in connection with the making of any determination contrary to that presumption. If the Company contests the right of Indemnitee to indemnification, the Company shall furnish to Indemnitee a statement of reasons underlying the Company’s position within sixty (60) days following receipt of a written request for indemnification. If the Company fails to respond to a written request for indemnification within such 60-day period, Indemnitee may thereafter submit to the Company a second written request for indemnification. If the Company fails to respond to such second request within an additional period of thirty (30) days, the Company shall thereafter be deemed to have waived its right to contest the right of Indemnitee to indemnification under this Agreement. Nothing contained in this Agreement shall limit the ability of the Court of Chancery of the State of Delaware or other court of competent jurisdiction to determine that Indemnitee has or has not met the applicable standard of conduct determinationfor indemnification.

Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: in accordance with Section 5 and (i) by a majority vote of the directors who are not and were not parties to, or threatened to be made a party to, the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) if there are no such directors, or if such directors so direct, by one Independent Legal Counsel in a majority vote of a quorum of the 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 written opinion to the actionBoard of Directors, suit or proceeding in questiona copy of which shall be delivered to Indemnitee, (iv) by independent legal counsel mutually agreed upon if so directed by the Board of Directors, by the stockholders, or (v) by a court of competent jurisdiction; provided, however, that if a Change in Control shall have occurred or indemnification is sought in connection with a Company and Indemnitee Authorized Proceeding, an indemnification determination hereunder shall be made by the Independent Legal Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing jurisdiction if no Independent Legal Counsel is timely selected or is willing or able to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection with making this standard of conduct determinationact.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit suit, proceeding or proceeding alternative dispute in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 suit, proceeding or proceeding alternative dispute in question, (iv) by independent legal counsel mutually agreed upon meeting the standards of independence set forth in Section 3(b) and, except to the extent set forth in Section 3(b) below, chosen by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeCorporation, or (v) by a court of competent jurisdictionjurisdiction (any such determining body, the “Reviewing Party”). Indemnitee If there has not been a Change in Control, the Reviewing Party shall cooperate with reasonable requests be selected by the Board of Directors of the persons making such standard Corporation, and if there has been a Change in Control, other than a Change in Control which has been approved by a majority of conduct determination, including providing the Corporation’s Board of Directors who are directors immediately prior to such persons documentation Change in Control, the Reviewing Party shall be the special independent counsel referred to in Section 3(b) below. (b) The Corporation agrees that if there is a Change in Control in the Corporation, other than a Change in Control which has been approved by a majority of the Corporation’s Board of Directors who were directors immediately prior to such Change in Control, then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnification under this Agreement or information which is not privileged any other agreement or otherwise protected from disclosure and which is reasonably available under applicable law or the Corporation’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to similar indemnification, the Corporation shall submit any determination as to Indemnitee’s right to indemnification under Section 3(a) only to special independent counsel selected by the Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost approved by the Corporation, which approval shall not be unreasonably withheld. Such special independent counsel shall not have otherwise performed services for the Corporation or the Indemnitee, other than in connection therewithwith such matters, within the last five years. Such independent counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Corporation and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and this Agreement. The Company shall Corporation agrees to pay the reasonable fees of the special independent counsel referred to above and to indemnify and hold harmless Indemnitee fully such counsel against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ fees), claims, liabilities and experts’ fees and expenses) incurred by Indemnitee in connection with making damages arising out of or relating to this standard Agreement or the engagement of conduct determinationsuch special independent counsel pursuant to this Agreement.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change in Control of the Company, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change in Control of the Company, shall be made by Independent Counsel selected in the manner described in Section 4(b). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Company and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof, the Independent Counsel shall be selected as provided in this Section 4(b). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate have been given, deliver to the Company, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with reasonable requests 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 in proper form, the Independent Counsel 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 submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the persons making State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the 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 standard of conduct determinationother person as the court shall designate, including providing and the person with respect to such persons documentation whom all objections are so resolved or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewiththe person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“"disinterested directors”"), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 4(c). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof and no Change of Control has occurred, the Independent Counsel shall be selected as provided in this Section 4(b). In such case, the Independent Counsel shall be selected by the Board of Directors and the Corporation shall give prompt written notice to the Indemnitee advising the Indemnitee of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate with reasonable requests of have been given, deliver to the persons making such standard of conduct determinationCorporation, including providing as the case may be, a written objection to such persons documentation selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or information a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Delaware Court or a court of competent jurisdiction for resolution of any objection which is not privileged shall have been made by the Indemnitee to the Corporation's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or otherwise protected from disclosure by such other person as the court shall designate, and which is reasonably available the person with respect to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewithwhom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed. DB04/1003206.0002/11820348.4 (c) Notwithstanding anything to the contrary herein, if a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors) and Indemnitee shall give prompt written notice to the Corporation advising it of the identity of the Independent Counsel so selected. The Corporation may, within ten (10) days after such written notice of selection shall have been given, deliver to the Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel 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 submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Delaware Court or a court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation to the Indemnitee'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 4(a) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 4(c) regardless of the manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a courtcourt of competent jurisdiction) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof2(b). Any such determination Upon written request by Indemnitee to the Corporation for indemnification pursuant to Section 6(a), a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, ; (iii) by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote on the matterif there are no such disinterested directors or, voting as a single classif such disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee; (iv) if so directed by the Board, by the stockholders of the Corporation; or (v) by a court of competent jurisdiction. . (b) Indemnitee shall cooperate with reasonable requests of the person, persons or entity making such standard of conduct determinationdetermination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to make such determination without incurring any unreimbursed cost in connection therewithdetermination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and Any expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection so cooperating with the person, persons or entity making this standard such determination shall be borne by the Corporation (irrespective of conduct determinationthe determination as to Indemnitee's entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (c) In the event the determination of entitlement to indemnification is to be made by independent legal counsel pursuant to Section 4(a), the independent legal counsel shall be selected by the Board of Directors of the Corporation, and the Corporation shall give written notice to Indemnitee advising him of the identity of the independent legal counsel so selected.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, with respect to all matters thereafter arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation concerning the rights of Indemnitee to seek indemnification under this Section 4, such determination shall be made by Independent Counsel selected in the manner described in Section 4(b). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof, the Independent Counsel shall be selected as provided in this Section 4(b). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate with reasonable requests of have been given, deliver to the persons making such standard of conduct determinationCorporation, including providing as the case may be, a written objection to such persons documentation or information which is selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not privileged or otherwise protected from disclosure meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewith. The Company the objection shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days set forth with particularity the factual basis of such request accompanied by supporting documentation for specific costs assertion. Absent a proper and expenses to be reimbursed or advancedtimely objection, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection with making this standard of conduct determination.the person so selected shall act as

Determination That Indemnification Is Proper. Any indemnification hereunder (1) Indemnification under Section 1 shall (unless otherwise ordered by a court) not be made by the Company unless authorized for the specific Proceeding after a determination is has been made that indemnification of such person the Director is not proper permissible in the circumstances because he or she the Director has not met the applicable standard of conduct set forth in Section 1(b1. (2) hereof. Any such Such determination shall be made by one of the following methods, at the election of Indemnitee: made: (i) By the Board of Directors by a majority vote of a quorum consisting of Directors not, at the directors who are not parties time, Parties to the actionProceeding, suit or proceeding in question (“disinterested directors”)or, even if less than such a quorumquorum cannot be obtained, (ii) then by a majority vote of a committee of disinterested directors the Board consisting solely of two or more Directors not, at the time, Parties to such Proceeding and who were duly designated by majority vote of disinterested directors, even if less than a quorum, (iii) to act in the matter by a majority vote of the full Board in which the designated Directors who are Parties may participate; (ii) By special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in subparagraph (i) of this paragraph, or, if the requisite quorum of the outstanding shares full Board cannot be obtained therefor and the committee cannot be established, by a majority vote of stock the full Board in which Directors who are Parties may participate; or (iii) By the stockholders. (3) Authorization of all classes entitled indemnification and determination as to vote reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to the reasonableness of Expenses shall be made in the manner specified in subparagraph (ii) of paragraph (2) of this Section for selection of such counsel. (4) Shares held by Directors who are Parties to the Proceeding shall not be voted 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, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection with making subject matter under this standard of conduct determinationSection.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“"disinterested directors”"), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 4(c). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof and no Change of Control has occurred, the Independent Counsel shall be selected as provided in this Section 4(b). In such case, the Independent Counsel shall be selected by the Board of Directors and the Corporation shall give prompt written notice to the Indemnitee advising the Indemnitee of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate with reasonable requests of have been given, deliver to the persons making such standard of conduct determinationCorporation, including providing as the case may be, a written objection to such persons documentation selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or information a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Delaware Court or a court of competent jurisdiction for resolution of any objection which is not privileged shall have been made by the Indemnitee to the Corporation's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or otherwise protected from disclosure by such other person as the court shall designate, and which is reasonably available the person with respect to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewithwhom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed. (c) Notwithstanding anything to the contrary herein, if a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors) and Indemnitee shall give prompt written notice to the Corporation advising it of the identity of the Independent Counsel so selected. The Corporation may, within ten (10) days after such written notice of selection shall have been given, deliver to the Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel 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 submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Delaware Court or a court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation to the Indemnitee'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 4(a) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 4(c) regardless of the manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. Any indemnification hereunder (a) To the extent that Indemnitee has been wholly successful, on the merits or otherwise, in the defense of any Indemnifiable Claim, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (unless otherwise ordered by as defined in Section 5(b)) shall be required. (b) To the extent that the provisions of Section 5(a) are inapplicable to an Indemnifiable Claim or part thereof that shall have been finally disposed of, or if any Indemnifiable Claim is concluded without a court) be made by final adjudication on the issue of liability, the Company shall, subject to the provisions of (a) 2(e), nevertheless indemnify Indemnitee for Indemnifiable Losses unless a determination is made that indemnification of such person Indemnitee is not proper in the circumstances because he his or she has not met her actions in question were, at the time taken, known or believed by him or her to be clearly in conflict with the best interests of the Company (and/or, if applicable, in conflict with in the best interests of the Constituent Enterprise) or otherwise failed to satisfy the applicable standard of conduct set forth in Section 1(b) hereoffor indemnification under North Carolina law (a determination of whether or not such actions were so known or believed or otherwise failed to satisfy the foregoing standard shall be a “Standard of Conduct Determination”). In making the Standard of Conduct Determination, the knowledge and/or actions, or failure to act, of any other director, officer, partner, member, trustee, employee or agent of the Company or any entity or other enterprise of which Indemnitee, at the request of the Company, is or was serving or agreed to serve as a director officer, partner, member, trustee, employee or agent shall not be imputed to Indemnitee for purposes of determining his or her right to indemnification under this Agreement. Any such determination Standard of Conduct Determination shall be made in accordance with this paragraph. If a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this sentence, the Standard of Conduct Determination shall be made either (1) by one the Board of Directors of the following methods, at the election of Indemnitee: (i) Company by a majority vote of a quorum consisting of directors not at the directors who are not time parties to the action, suit or proceeding in question Indemnifiable Claim; (“disinterested directors”2) if a quorum cannot be obtained under subdivision (1), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote the Board of disinterested directorsDirectors of the Company (in which designation directors who are parties may participate), even consisting solely of two or more directors not at the time parties to the Indemnifiable Claim; or (3) by Independent Counsel selected by the Board of Directors of the Company or its committee in the manner prescribed by subdivision (1) or (2), or if less than a quorumquorum cannot be obtained under subdivision (1) or a committee cannot be designated under subdivision (2), (iii) by a majority vote of a quorum the full Board of the outstanding shares of stock of all classes entitled to vote on the matter, voting as a single class, Directors (in which quorum shall consist of stockholders selection directors who are parties may participate). If a Change in Control shall have occurred and Indemnitee shall not at have requested that time parties the Standard of Conduct Determination be made pursuant to the actionprior sentence, suit or proceeding in question, (iv) the Standard of Conduct Determination shall be made by independent legal counsel mutually agreed upon Independent Counsel selected by the Company and Indemnitee Indemnitee. Any Standard of Conduct Determination made by Independent Counsel shall be delivered in a written opinion addressed to the applicable Board of Directors, a copy of which shall be delivered provided to Indemnitee. (c) The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 5(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under this Section 5 to make the Standard of Conduct Determination shall not have made a determination within sixty (60) days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition or other conclusion without final adjudication on the issue of liability of the applicable Indemnifiable Claim and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 5(d) to make such determination and (ii) Indemnitee shall have fulfilled his or her obligations set forth in Section 5(e), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided, that such sixty-day period may be extended for a reasonable time, not to exceed an additional thirty (v30) days, if the person or persons making such determination in good faith require such additional time to obtain or evaluate documentation or other information relating thereto. (d) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 5(b), the party who selected such Independent Counsel shall give notice to the other party advising such party of the identity of the Independent Counsel selected. In either case, the Company or Indemnitee, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other 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 satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is timely made and substantiated, (i) 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 and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such party of competent jurisdictionthe selection, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel shall have been selected within 30 days after the party who makes the selection sends the initial notice of selection, the party who did not make the selection may petition the courts of the State of North Carolina for resolution of any objection which shall have been made by such party to the other party’s selection and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court shall designate. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with making a Standard of Conduct Determination pursuant to this Agreement. (e) Indemnitee shall cooperate with reasonable requests of the person or persons making such standard a Standard of conduct determinationConduct Determination pursuant to Section 5(b), including providing to such persons person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to which the person or persons making such determination without incurring any unreimbursed cost in connection therewithreasonably request. The Provided that the person or persons making such Standard of Conduct Determination determine that Indemnitee is entitled to indemnification hereunder, the Company shall further indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs Expenses actually and expenses (including attorneys’ and experts’ fees and expenses) reasonably incurred by Indemnitee in connection so cooperating with the person or persons making such Standard of Conduct Determination. (f) The Company and Indemnitee acknowledge that, in certain instances, applicable law or public policy may prohibit, or otherwise limit, the Company’s obligation to indemnify their directors under this standard Agreement or otherwise. (g) In the event that (i) a determination is made pursuant to Section 5(b) that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of conduct determinationExpenses is not timely made pursuant to Section 3, (iii) payment of indemnification is not made pursuant to Section 5(a) within thirty (30) days after receipt by the Company of a written request therefor, or (iv) payment of indemnification pursuant to Section 5(b) is not made within thirty (30) days after a Standard of Conduct Determination in which there is not a determination that indemnification is not proper under the circumstances, Indemnitee shall be entitled to seek a judicial determination as to his or her entitlement to such indemnification or advancement of Expenses.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemniteecounsel, or (v) by a court of competent jurisdiction. (b) If the determination of entitlement to indemnification is to be made by independent counsel pursuant to Section 3(a), the independent counsel shall be selected as provided in this Section 3(b). The independent counsel shall be selected by the Board of Directors. Indemnitee may, within 10 days after such written notice of selection shall cooperate 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 7 of this Agreement, and the objection shall set forth with reasonable requests 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 has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification, no independent counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the persons making State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the 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 standard of conduct determinationother person as the court shall designate, including providing and the person with respect to such persons documentation whom all objections are so resolved or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewiththe person so appointed shall act as independent counsel. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of independent counsel incurred by Indemnitee such independent counsel in connection with making acting pursuant to Section 3 hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this standard Section 3(b), regardless of conduct determinationthe manner in which such independent counsel was selected or appointed.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“disinterested directorsDisinterested Directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 3(b). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 3(a) hereof, the Independent Counsel shall be selected as provided in this Section 3(b). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within 10 days after such written notice of selection shall cooperate have been given, deliver to the Corporation, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 6 of this Agreement, and the objection shall set forth with reasonable requests 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 in proper form, the Independent Counsel 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 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 4(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the District Court of the persons making State of Nevada or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Corporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such standard of conduct determinationother person as the court shall designate, including providing and the person with respect to such persons documentation whom all objections are so resolved or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewiththe person so appointed shall act as Independent Counsel under Section 3(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 3(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 3(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 4(c). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof and no Change of Control has occurred, the Independent Counsel shall be selected as provided in this Section 4(b). In such case, the Independent Counsel shall be selected by the Board of Directors and the Corporation shall give prompt written notice to the Indemnitee advising the Indemnitee of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate with reasonable requests of have been given, deliver to the persons making such standard of conduct determinationCorporation, including providing as the case may be, a written objection to such persons documentation selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or information a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Delaware Court or a court of competent jurisdiction for resolution of any objection which is not privileged shall have been made by the Indemnitee to the Corporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or otherwise protected from disclosure by such other person as the court shall designate, and which is reasonably available the person with respect to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewithwhom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed. (c) Notwithstanding anything to the contrary herein, if a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors) and Indemnitee shall give prompt written notice to the Corporation advising it of the identity of the Independent Counsel so selected. The Corporation may, within ten (10) days after such written notice of selection shall have been given, deliver to the Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel 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 submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Delaware Court or a court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation to the Indemnitee’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 4(a) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 4(c) regardless of the manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: in accordance with Section 5 and (i) by a majority vote of the directors who are not and were not parties to, or threatened to be made a party to, the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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, (iv) by independent legal counsel mutually agreed upon one Independent Legal Counsel (regardless whether indemnification is sought by one or more than one director or officer) , or (v) by a court of competent jurisdiction; provided, however, that if a Change in Control shall have occurred or indemnification is sought in connection with a Company Authorized Proceeding, an indemnification determination hereunder shall be made by the Company and Indemnitee Independent Legal Counsel in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (v) by a court of competent jurisdiction. Indemnitee shall cooperate with reasonable requests of the persons making such standard of conduct determination, including providing jurisdiction if no Independent Legal Counsel is timely selected or is willing or able to such persons 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 without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection with making this standard of conduct determinationact.

Determination That Indemnification Is Proper. Any indemnification hereunder (a) To the extent that Indemnitee has been wholly successful, on the merits or otherwise, in the defense of any Indemnifiable Claim, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (unless otherwise ordered by as defined in Section 5(b)) shall be required. (b) To the extent that the provisions of Section 5(a) are inapplicable to an Indemnifiable Claim or part thereof that shall have been finally disposed of, or if any Indemnifiable Claim is concluded without a court) be made by final adjudication on the issue of liability, the applicable Quintiles Company shall, subject to the provisions of Sections 2(a)–2(e), nevertheless indemnify Indemnitee for Indemnifiable Losses unless a determination is made that indemnification of such person Indemnitee is not proper in the circumstances because he his or she has not met her actions in question were, at the time taken, known or believed by him or her to be clearly in conflict with the best interests of the applicable Quintiles Company or otherwise failed to satisfy the applicable standard of conduct set forth in Section 1(b) hereoffor indemnification under North Carolina law (a determination of whether or not such actions were so known or believed or otherwise failed to satisfy the foregoing standard shall be a “Standard of Conduct Determination”). The knowledge and/or actions, or failure to act, of any other director, officer, partner, member, trustee, employee or agent of a Quintiles Company or any entity or other enterprise of which Indemnitee, at the request of either Quintiles Company, is or was serving or agreed to serve as a director officer, partner, member, trustee, employee or agent shall not be imputed to the Indemnitee for purposes of determining his or her right to indemnification under this Agreement. Any such determination Standard of Conduct Determination shall be made by one in accordance with this paragraph. If a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this sentence, the following methods, at the election Standard of Indemnitee: Conduct Determination shall be made either (i) by a the Board of Directors of the applicable Quintiles Company by majority vote of a quorum consisting of directors not at the directors who are not time parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, Indemnifiable Claim; (ii) if a quorum cannot be obtained under subdivision (i), by a majority vote of a committee of disinterested directors designated by majority vote the Board of disinterested directorsDirectors of the applicable Quintiles Company (in which designation directors who are parties may participate), even if less than a quorum, consisting solely of two or more directors not at the time parties to the Indemnifiable Claim; or (iii) by Independent Counsel selected by the Board of Directors of the applicable Quintiles Company or its committee in the manner prescribed by subdivision (i) or (ii), or if a quorum cannot be obtained under subdivision (i) or a committee cannot be designated under subdivision (ii), by a majority vote of a quorum the full Board of the outstanding shares of stock of all classes entitled to vote on the matter, voting as a single class, Directors (in which quorum shall consist of stockholders selection directors who are parties may participate). If a Change in Control shall have occurred and Indemnitee shall not at have requested that time parties the Standard of Conduct Determination be made pursuant to the actionprior sentence, suit or proceeding in question, (iv) the Standard of Conduct Determination shall be made by independent legal counsel mutually agreed upon Independent Counsel selected by the Company and Indemnitee Indemnitee. Any Standard of Conduct Determination made by Independent Counsel shall be delivered in a written opinion addressed to the applicable Board of Directors, a copy of which shall be delivered provided to Indemnitee. (c) The applicable Quintiles Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 5(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under this Section 5 to make the Standard of Conduct Determination shall not have made a determination within sixty (60) days after the later of (A) receipt by the applicable Quintiles Company of written notice from Indemnitee advising the applicable Quintiles Company of the final disposition or other conclusion without final adjudication on the issue of liability of the applicable Indemnifiable Claim and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 5(d) to make such determination and (ii) Indemnitee shall have fulfilled his or her obligations set forth in Section 5(e), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided, that such sixty-day period may be extended for a reasonable time, not to exceed an additional thirty (v30) days, if the person or persons making such determination in good faith require such additional time to obtain or evaluate documentation or other information relating thereto. (d) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 5(b), the party who selected such Independent Counsel shall give notice to the other party advising such party of the identity of the Independent Counsel selected. In either case, the Quintiles Companies or the Indemnitee, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other 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 satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is timely made and substantiated, (i) 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 and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such party of competent jurisdictionthe selection, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel shall have been selected within 30 days after the party who makes the selection sends the initial notice of selection, the party who did not make the selection may petition the courts of the State of North Carolina for resolution of any objection which shall have been made by such party to the other party’s selection and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court shall designate. In all events, the Quintiles Companies shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with making a Standard of Conduct Determination pursuant to this Agreement. (e) Indemnitee shall cooperate with reasonable requests of the person or persons making such standard a Standard of conduct determinationConduct Determination pursuant to Section 5(b), including providing to such persons person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to which the person or persons making such determination without incurring any unreimbursed cost in connection therewithreasonably request. The Provided that the person or persons making such Standard of Conduct Determination determine that Indemnitee is entitled to indemnification hereunder, the applicable Quintiles Company shall further indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs Expenses actually and expenses (including attorneys’ and experts’ fees and expenses) reasonably incurred by Indemnitee in connection so cooperating with the person or persons making such Standard of Conduct Determination. (f) The Quintiles Companies and Indemnitee acknowledge that, in certain instances, applicable law or public policy may prohibit, or otherwise limit, the Quintiles Companies’ obligation to indemnify their directors under this standard Agreement or otherwise. (g) In the event that (i) a determination is made pursuant to Section 5(b) that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of conduct determinationExpenses is not timely made pursuant to Section 3, (iii) payment of indemnification is not made pursuant to Section 5(a) within thirty (30) days after receipt by the applicable Quintiles Company of a written request therefor, or (iv) payment of indemnification pursuant to Section 5(b) is not made within thirty (30) days after a Standard of Conduct Determination in which there is not a determination that indemnification is not proper under the circumstances, the Indemnitee shall be entitled to seek a judicial determination as to his or her entitlement to such indemnification or advancement of Expenses.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person Person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemniteeas follows: (i) if no Change in Control has occurred, (A) then by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, ; (iiB) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum; or (C) if there are no disinterested directors, (iii) by a majority vote of a quorum of the 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, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control has occurred, (A) if Indemnitee so requests in writing, by a majority vote of the disinterested directors, even if less than a quorum, or (vB) otherwise, by independent counsel in a court written opinion addressed to the Board, a copy of competent jurisdiction. which shall be delivered to Indemnitee. (b) Indemnitee shall cooperate in good faith with reasonable requests of the persons Person(s) making such standard of conduct determinationthe determination with respect to Indemnitee’s entitlement to indemnification pursuant to this Agreement, including including, without limitation, providing to such persons Person(s), 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 without incurring any unreimbursed cost in connection therewithdetermination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, Any costs or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expensesfees) incurred by Indemnitee in connection so cooperating with the Person(s) making this standard such determination shall be borne by the Company (irrespective of conduct determinationthe determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 4(b). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof, the Independent Counsel shall be selected as provided in this Section 4(b). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate with reasonable requests of have been given, deliver to the persons making such standard of conduct determinationCorporation, including providing as the case may be, a written objection to such persons documentation selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or information a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Kansas Court for resolution of any objection which is not privileged shall have been made by the Indemnitee to the Corporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or otherwise protected from disclosure by such other person as the court shall designate, and which is reasonably available the person with respect to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewithwhom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 4(b). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof and no Change of Control has occurred, the Independent Counsel shall be selected as provided in this Section 4(b). In such case, the Independent Counsel shall be selected by the Board of Directors and the Corporation shall give prompt written notice to the Indemnitee advising the Indemnitee of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate with reasonable requests of have been given, deliver to the persons making such standard of conduct determinationCorporation, including providing as the case may be, a written objection to such persons documentation selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or information a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Kansas Court or a court of competent jurisdiction for resolution of any objection which is not privileged shall have been made by the Indemnitee to the Corporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or otherwise protected from disclosure by such other person as the court shall designate, and which is reasonably available the person with respect to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewithwhom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed. (c) Notwithstanding anything to the contrary herein, if a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors) and Indemnitee shall give prompt written notice to the Corporation advising it of the identity of the Independent Counsel so selected. The Corporation may, within ten (10) days after such written notice of selection shall have been given, deliver to the Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel 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 submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Kansas Court or a court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation to the Indemnitee’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 4(a) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 4(c) regardless of the manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“"disinterested directors”"), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the 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 Proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to IndemniteeIndependent Counsel, or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 4(b). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof, the Independent Counsel shall be selected as provided in this Section 4(b). The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate have been given, deliver to the Corporation, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with reasonable requests 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 in proper form, the Independent Counsel 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 submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the persons making State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Corporation's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such standard of conduct determinationother person as the court shall designate, including providing and the person with respect to such persons documentation whom all objections are so resolved or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewiththe person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a courtcourt of competent jurisdiction) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof2(b). Any such determination Upon written request by Indemnitee to the Corporation for indemnification pursuant to Section 6(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made by one of the following methods, at the election of Indemnitee: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, ; (iii) by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote on the matterif there are no such disinterested directors or, voting as a single classif such disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee; (iv) if so directed by the Board, by the stockholders of the Corporation; or (v) by a court of competent jurisdiction. . (b) Indemnitee shall cooperate with reasonable requests of the person, persons or entity making such standard of conduct determinationdetermination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to make such determination without incurring any unreimbursed cost in connection therewithdetermination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and Any expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in connection so cooperating with the person, persons or entity making this standard such determination shall be borne by the Corporation (irrespective of conduct determinationthe determination as to Indemnitee's entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (c) In the event the determination of entitlement to indemnification is to be made by independent legal counsel pursuant to Section 4(a), the independent legal counsel shall be selected by the Board of Directors of the Corporation, and the Corporation shall give written notice to Indemnitee advising him of the identity of the independent legal counsel so selected.

Determination That Indemnification Is Proper. (a) Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Company Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b2(b) hereof. Any such determination shall be made by one of the following methods, at the election of Indemniteemade: (i) by a majority vote of the directors who are not parties to the action, suit or proceeding Proceeding in question (“disinterested directors”), even if less than a quorum, ; (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, ; (iii) by a majority vote of a quorum of the 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 Proceeding in question, ; (iv) if there are no disinterested directors, or if such disinterested directors so direct, by independent legal counsel mutually agreed upon by the Company and Indemnitee in a written opinion addressed to the Board of Directors, a copy of which shall be delivered to Indemnitee, Independent Counsel; or (v) by a court of competent jurisdiction; provided, however, that following a Change of Control of the Corporation, any determinations, whether arising out of acts, omissions or events occurring prior to or after the Change of Control of the Corporation, shall be made by Independent Counsel selected in the manner described in Section 4(c). Such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Corporation and to Indemnitee to such effect. (b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(a) hereof and no Change of Control has occurred, the Independent Counsel shall be selected as provided in this Section 4(b). In such case, the Independent Counsel shall be selected by the Board of Directors and the Corporation shall give prompt written notice to the Indemnitee advising the Indemnitee of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall cooperate with reasonable requests of have been given, deliver to the persons making such standard of conduct determinationCorporation, including providing as the case may be, a written objection to such persons documentation selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or information a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Kansas Court or a court of competent jurisdiction for resolution of any objection which is not privileged shall have been made by the Indemnitee to the Corporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or otherwise protected from disclosure by such other person as the court shall designate, and which is reasonably available the person with respect to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewithwhom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 4(a) hereof. The Company Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, pay any and all costs reasonable fees and expenses (including attorneys’ and experts’ fees and expenses) of Independent Counsel incurred by Indemnitee such Independent Counsel in connection with making acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this standard Section 4(b) regardless of conduct determinationthe manner in which such Independent Counsel was selected or appointed. (c) Notwithstanding anything to the contrary herein, if a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors) and Indemnitee shall give prompt written notice to the Corporation advising it of the identity of the Independent Counsel so selected. The Corporation may, within ten (10) days after such written notice of selection shall have been given, deliver to the Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made in proper form, the Independent Counsel 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 submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Kansas Court or a court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation to the Indemnitee’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 4(a) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 4(a) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 4(c) regardless of the manner in which such Independent Counsel was selected or appointed.