Common use of Initial Indemnity Clause in Contracts

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal, by reason of the fact that he is or was or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection therewith and any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any such threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costs, charges and Expenses actually and reasonably incurred by him in connection therewith and any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless (and only to the extent that) the Delaware Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the certificate, bylaws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the "Board"), by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such a quorum of disinterested directors is not available or such quorum of disinterested directors so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) shall be paid by the Company in advance of the final disposition of the action, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately in the manner described by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the certificate or bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record of the Company's voting stock.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the The Company as provided in Section 2(b) below, the Company shall will indemnify the Indemnitee when he or she was or is involved in any manner (including without limitation as a party or as a deponent or witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, administrativecriminal, investigative administrative or criminalinvestigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than a Proceeding by or in the right of the Company), by reason of the fact that he or she is or was or had agreed to become a director director, officer, employee or officer agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, partner, member, trustee, employee or agent (each an "Authorized Capacity") of another business, foreign or nonprofit corporation, partnership, joint venture, trust or other enterpriseenterprise (each "Another Entity"), or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses"fees)), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection therewith and any appeal therefrom with such Proceeding if he the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company Company, and, with respect 2 to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall will indemnify the Indemnitee when he or she was or is involved in any manner (including without limitation as a party party, deponent or witness) or is threatened to be made so involved in any Proceeding by or in the right of the Company to procure a party to any such threatened, pending or completed action, suit or proceeding judgment in its favor by reason of the fact that he or she is or was or had agreed to become a director director, officer, employee or officer agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a directorin an Authorized Capacity of or for Another Entity, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any and all costs, charges and Expenses expenses (including attorneys' and others' fees), and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the Proceeding to conclusion, actually and reasonably incurred by him or her in connection therewith and any appeal therefrom with the defense or settlement of such Proceeding if he the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification shall will be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefor, to be liable for willful or intentional misconduct in the performance of his or her duty to the Company unless (unless, and only to the extent that) the Delaware Court of Chancery or extent, that the court in which such action, suit or proceeding the Proceeding was brought shall determine determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses expenses which the Delaware Court of Chancery or such other court shall deem deems proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, including without limitation, limitation the dismissal of an action a Proceeding without prejudice, in the defense of any action, suit or proceeding Proceeding referred to in Sections Section 2(a) or Section 2(b) hereof or in the defense of any claim, issue or matter thereinin any such Proceeding, he shall be indemnified the Company will indemnify him or her against any and all costs, charges and Expenses expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under Sections Section 2(a), Section 2(b) or 2(bSection 2(c) (unless ordered by a court) shall will be made by the Company only as authorized in the specific case upon a determination determination, in accordance with Section 4 hereof or any applicable provision of the certificate4, bylaws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the "Board"), by a majority vote of a quorum consisting of directors who were not parties to that such action, suit or proceeding or (ii) if such a quorum of disinterested directors indemnification is not available or such quorum of disinterested directors so directs, by independent legal counsel (designated proper in the manner provided below in this subsection (d)) in a written opinion circumstances because he or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under she has met the applicable standards of professional conduct then prevailing, would have a conflict of interest set forth in representing either Section 2(a) and Section 2(b) (the Company or "Indemnification Standards"). Such determination will be made in the Indemnitee manner set forth in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees Section 4(b). (e) Any and expenses of such independent legal counsel and to indemnify fully such counsel against all costs, charges and expenses expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by such counsel the Indemnitee in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) shall defending any Proceeding will be paid by the Company as incurred and in advance of the final disposition of such Proceeding in accordance with the action, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof4(e). (f) The Company shall not adopt any amendment Notwithstanding anything in this Agreement to the certificate contrary, the Indemnitee will not be entitled to indemnification or bylaws advancement of expenses pursuant hereto in connection with any Proceeding initiated by the effect of which would be to deny, diminish or encumber Indemnitee against the Indemnitee's rights to indemnity Company (except for any Proceeding initiated by the Indemnitee pursuant to Section 6) unless the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), Company has joined in or any other applicable law as applied to any act or failure to act occurring in whole or in part prior consented to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor initiation of such adoption as a director or holder of record of the Company's voting stockProceeding.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the The Company as provided in Section 2(b) below, the Company shall will indemnify the Indemnitee when he or she was or is involved in any manner (including without limitation as a party party, a deponent or a witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, administrativecriminal, investigative administrative or criminalinvestigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than a Proceeding by or in the right of the Company), by reason of the fact that he or she is or was or had agreed to become a director (including service as a member of any committee of directors), officer, employee or officer agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a directordirector (including service as a member of any committee of directors), officer, partner, member, trustee, employee or agent (each an "Authorized Capacity") of another corporation, partnership, joint venture, trust or other enterpriseenterprise (each "Another Entity"), or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses"fees)), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection therewith and any appeal therefrom with such Proceeding if he the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall will indemnify the Indemnitee when he or she was or is a party or is threatened to be made a party to any such threatened, pending Proceeding by or completed action, suit or proceeding in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was or had agreed to become a director director, officer, employee or officer agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a directorin an Authorized Capacity of or for Another Entity, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any and all costs, charges and Expenses expenses (including attorneys' and others' fees) actually and reasonably incurred by him or her in connection therewith and any with the investigation, preparation, defense, settlement or appeal therefrom of such Proceeding if he the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification shall will be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless (unless, and only to the extent that) extent, that the Delaware Court of Chancery or the court in which such action, suit or proceeding the Proceeding was brought shall determine determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses expenses which the Delaware Court of Chancery or such other court shall deem deems proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, including without limitation, limitation the dismissal of an action a Proceeding without prejudice, in the defense of any action, suit or proceeding Proceeding referred to in Sections Section 2(a) or Section 2(b) hereof or in the defense of any claim, issue or matter thereinin any such Proceeding, he shall be indemnified the Company will indemnify him or her against any and all costs, charges and Expenses actually and reasonably incurred by him in connection therewith.expenses, including without (d) Any indemnification under Sections Section 2(a) or Section 2(b) (unless ordered by a court) shall will be made by the Company only as authorized in the specific case upon a determination determination, in accordance with Section 4 hereof or any applicable provision of the certificate4, bylaws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the "Board"), by a majority vote of a quorum consisting of directors who were not parties to that such action, suit or proceeding or (ii) if such a quorum of disinterested directors indemnification is not available or such quorum of disinterested directors so directs, by independent legal counsel (designated proper in the manner provided below in this subsection (d)) in a written opinion circumstances because he or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under she has met the applicable standards of professional conduct then prevailing, would have a conflict of interest set forth in representing either Section 2(a) and Section 2(b) (the Company or "Indemnification Standards"). Such determination will be made in the Indemnitee manner set forth in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees Section 4(b). (e) Any and expenses of such independent legal counsel and to indemnify fully such counsel against all costs, charges and expenses expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by such counsel the Indemnitee in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) shall defending any Proceeding will be paid by the Company as incurred and in advance of the final disposition of such Proceeding in accordance with the action, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof4(e). (f) The Company shall not adopt any amendment Notwithstanding anything in this Agreement to the certificate contrary, the Indemnitee will not be entitled to indemnification or bylaws advancement of expenses pursuant hereto in connection with any Proceeding initiated by the effect of which would be to deny, diminish or encumber Indemnitee against the Indemnitee's rights to indemnity Company (except for any Proceeding initiated by the Indemnitee pursuant to Section 6) unless the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), Company has joined in or any other applicable law as applied to any act or failure to act occurring in whole or in part prior consented to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor initiation of such adoption as a director or holder of record of the Company's voting stockProceeding.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee when he who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative proceeding (including any proceeding before any administrative or criminallegislative body or agency) (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become a director or officer [and/or officer] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses"’ fees)), damages, judgments, fines and liabilities and/or amounts paid in settlement actually and reasonably incurred by him or imposed upon the Indemnitee in connection therewith and any appeal therefrom if he the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, or unless such indemnification is prohibited by the General Corporation Law of the State of Delaware (“DGCL”). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee when he who was or is a party or is threatened to be made a party to any such threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director or officer [and/or officer] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costs, charges and Expenses expenses (including attorneys’ fees), judgments, liabilities and/or amounts paid in settlement actually and reasonably incurred by or imposed upon him in connection therewith and with the defense or settlement thereof or any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, Company and except that no indemnification shall be made if such indemnification is prohibited by the DGCL or in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless (and only to the extent that) the Delaware Court of Chancery or that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which expenses that the Delaware Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, including without limitation, limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses expenses (including attorneys’ fees), judgments, liabilities and/or amounts paid in settlement actually and reasonably incurred by or imposed upon him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the certificateRestated Certificate of Incorporation of the Company (the “Charter”), bylawsBy-Laws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the "“Board"), ”) by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or proceeding, (ii) if such a quorum of disinterested directors is not available or such quorum of disinterested directors so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by the stockholders of the Company (the "“Stockholders"”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the IndemniteeIndemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's ’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges costs and expenses (including attorneys’ fees) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All costsexpenses (including attorneys’ fees) including by the Indemnitee in his capacity as a director [and/or officer] of the Company in defending a civil or criminal action, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) suit or proceeding shall be paid by the Company in advance of the final disposition of the such action, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately in the manner described prescribed by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the certificate Charter or bylaws By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee's ’s rights to indemnity pursuant to the certificateCharter, bylawsBy-Laws, the General Corporation Law of the State of Delaware (the "DGCL"), DGCL or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "“Effective Date"”) upon which the amendment was approved by the Board of Directors or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate Articles or bylaws By-Laws the effect of which is to so deny, diminish or encumber the Indemnitee's ’s rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record of the Company's ’s voting stock, as the case may be.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee ----------------- when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrativecriminal, administrative or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was or had agreed to become a director director, officer, employee or officer agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses"fees)), damages, judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by him the Indemnitee in connection therewith with such action, suit or proceeding and any appeal therefrom if he it the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy act in good faith and in a manner which the foregoing standard of conduct Indemnitee reasonably believed to be in or not opposed to the extent applicable theretobest interests of the Company, or, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee's conduct was unlawful. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any such threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director director, officer, employee or officer agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise enterprise, against costs, charges and Expenses expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith and with the defense or settlement of such action or suit (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) or any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, and that except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless (and only to the extent that) that the Delaware Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses expenses which the Delaware Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, including without limitation, limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a1(a) or 2(b1(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a1(a) or 2(b1(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination determination, in accordance with Section 4 Sections 1(d) and 3 hereof or any applicable provision of the certificateCertificate, bylawsthe Bylaws, other agreement, resolution or otherwise, that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1(a) or 1(b). Such determination shall be made (i) by the Board of Directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding proceeding, or (ii) if such a quorum of disinterested directors is not available or such quorum of disinterested directors so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion opinion, or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is -------- ------- unable or fails to so designate, such designation shall be made by the IndemniteeIndemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All costsexpenses (including without limitation attorneys' and others' fees and expenses) incurred by the Indemnitee in his capacity as a director, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) officer, employee or agent of the Company in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of the such action, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately in the manner described by accordance with Section 4(b3(b) hereof. (f) The Company shall not adopt any amendment to the certificate Certificate or bylaws the Bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificateCertificate, bylawsthe Bylaws, the General Corporation Law of the State of Delaware (the "DGCLGCL"), ) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate Certificate or bylaws Bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record of the Company's voting stockthereof.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was a Director or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee being herein jointly referred to as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by him the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing applicable standard of conduct to the extent applicable theretoconduct. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any such threatened, pending pending, or completed action, suit suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he the Indemnitee is or was a Director or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise enterprise, against costs, charges any and all Expenses actually and reasonably incurred by him the Indemnitee in connection therewith and with the defense or settlement thereof or any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification shall be made in respect of (i) any claim, issue issue, or matter as to which the Indemnitee shall have been is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless (unless, and only to the extent that) , the Delaware Court court of Chancery common pleas or the other court in which such action, suit suit, or proceeding was brought shall determine upon application thatdetermines, despite the notwithstanding any adjudication of liability but liability, that in view of all the circumstances of the case, case the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court expenses as such court of Chancery common pleas or such other court shall deem proper, or (ii) any action or suit in which the only liability asserted against Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) Section or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision that indemnification of the certificate, bylaws, other agreement, resolution Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section or otherwise. Such determination authorization shall be made (i) by the Board of Directors directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit suit, or proceeding proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum of disinterested directors so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion by independent legal counsel, a copy of which will be delivered to Indemnitee, (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination ("Independent Counsel"), or (iii) by the stockholders shareholders of the Company (the "StockholdersShareholders"). Independent legal counsel , or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel indemnified against costs, charges and expenses Expenses actually and reasonably incurred by such counsel him in connection with this Agreement therewith. Expenses incurred by the Indemnitee in defending any such action, suit, or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) proceeding shall be paid by the Company as they are incurred in advance of the final disposition of the such action, suit suit, or proceeding giving rise to under the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof. (fe) The Company For purposes of this Agreement, references to "other enterprises" shall not adopt include employee benefit plans; references to "fines" shall include any amendment to excise taxes assessed on the certificate or bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied Indemnitee with respect to any act or failure employee benefit plan; references to act occurring in whole or in part prior to "serving at the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record request of the Company's voting stock" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation; and if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee-benefit plan he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee being herein jointly referred to as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by him the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any such threatened, pending pending, or completed action, suit suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he the Indemnitee is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise enterprise, against costs, charges any and all Expenses actually and reasonably incurred by him the Indemnitee in connection therewith and with the defense or settlement thereof or any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification pursuant to this Section 2(b) shall be made in respect of (i) any claim, issue issue, or matter as to which the Indemnitee shall have been is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless (unless, and only to the extent that) , the Delaware Court court of Chancery common pleas or the other court in which such action, suit suit, or proceeding was brought shall determine upon application thatdetermines, despite the notwithstanding any adjudication of liability but liability, that in view of all the circumstances of the case, case the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court expenses as such court of Chancery common pleas or such other court shall deem proper, or (ii) any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision that indemnification of the certificate, bylaws, other agreement, resolution Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or otherwise2(b). Such determination authorization shall be made (i) by the Board of Directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit suit, or proceeding proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum of disinterested directors so directs, in a written opinion by independent legal counsel (designated in for such purpose by the manner provided below in this subsection (d)Board) in which shall not be an attorney, or a written opinion firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the stockholders shareholders of the Company (the "StockholdersShareholders"). Independent legal counsel , or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel indemnified against costs, charges and expenses Expenses actually and reasonably incurred by such counsel him in connection with this Agreement therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) proceeding shall be paid by the Company as they are incurred in advance of the final disposition of the such action, suit suit, or proceeding giving rise to under the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof. (fe) The Company For purposes of this Agreement, references to "other enterprises" shall not adopt include employee benefit plans; references to "fines" shall include any amendment to excise taxes assessed on the certificate or bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied Indemnitee with respect to any act or failure employee benefit plan; references to act occurring in whole or in part prior to "serving at the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record request of the Company's voting stock" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was or had agreed to become a director or officer Director of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including without limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys' being herein jointly referred to as "Expenses"), judgments, fines, and others' fees amounts paid in settlement, actually and expenses and reasonable time-based fees of reasonably incurred by the Indemnitee as determined in connection therewith including any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction or, that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection therewith and any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in Company or not opposed to undertaken with reckless disregard for the best interests of the Company andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre no lo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any such threatened, pending pending, or completed action, suit suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he the Indemnitee is or was or had agreed to become a director or officer Director of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise enterprise, against costs, charges any and all Expenses actually and reasonably incurred by him the Indemnitee in connection therewith and with the defense or settlement thereof or any appeal therefrom if he acted in good faith of or from any judgment or decision, unless it is proved by clear and convincing evidence in a manner he reasonably believed court of competent jurisdiction that the Indemnitee's action or failure to be in act involved an act or not opposed omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. However, except that no indemnification shall be made in respect of any claim, issue action or matter as to suit in which the only liability asserted against Indemnitee shall have been adjudged is pursuant to be liable to the Company unless (and only to the extent that) the Delaware Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances Section 1701.95 of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court of Chancery or such other court shall deem properOhio Revised Code. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision that indemnification of the certificate, bylaws, other agreement, resolution Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or otherwise2(b). Such determination authorization shall be made (i) by the Board of Directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors Directors who were not and are not parties to or threatened with such action, suit suit, or proceeding or (ii) if such a quorum of disinterested directors Directors is not available or if a majority of such quorum of disinterested directors so directs, in a written opinion by independent legal counsel (designated in for such purpose by the manner provided below in this subsection (d)Board) in which shall not be an attorney, or a written opinion firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the stockholders shareholders of the Company (the "StockholdersShareholders"). Independent legal counsel , or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel indemnified against costs, charges and expenses Expenses actually and reasonably incurred by such counsel him in connection with this Agreement therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) proceeding shall be paid by the Company as they are incurred in advance of the final disposition of the such action, suit suit, or proceeding giving rise to under the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof. (fe) The Company For purposes of this Agreement, references to "other enterprises" shall not adopt include employee benefit plans; references to "fines" shall include any amendment to excise taxes assessed on the certificate or bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied Indemnitee with respect to any act or failure employee benefit plan; references to act occurring in whole or in part prior to "serving at the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record request of the Company's voting stock" shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and VICE VERSA.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee when he was the Indemnitee becomes involved in any manner (including as a party, a deponent or is a party witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, administrativecriminal, investigative administrative or criminalinvestigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than a Proceeding by or in the right of the Company), by reason of the fact that he is or was or had agreed to become a director (including service as a member of one or officer more Committees), officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a directordirector (including service as a member of one or more Committees), officer, partner, member, trustee, employee or agent (each an "Authorized Capacity") of another corporation, partnership, joint venture, trust or other enterpriseenterprise (each "Another Entity"), or by reason of any action alleged to have been taken or omitted in such capacity (including as a member of one or more Committees), against any and all costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses"fees)), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection therewith and any appeal therefrom with such Proceeding if he the Indemnitee acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee when he was or is becomes a party or is threatened to be made a party to any such threatened, pending Proceeding by or completed action, suit or proceeding in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director director, officer, employee or officer agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a directorin an Authorized Capacity of or for Another Entity, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any and all costs, charges and Expenses expenses (including attorneys' and others' fees) actually and reasonably incurred by him or her in connection therewith and any with the investigation, preparation, defense, settlement or appeal therefrom of such Proceeding if he the Indemnitee acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification shall will be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless (unless, and only to the extent that) extent, that the Delaware Court of Chancery or the court in which such action, suit or proceeding the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which expenses as the Delaware Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, including the dismissal of an action a Proceeding without prejudice, in the defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith.any (d) Any indemnification under Sections Section 2(a) or Section 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination determination, in accordance with Section 4 hereof or any applicable provision of the certificate4, bylaws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the "Board"), by a majority vote of a quorum consisting of directors who were not parties to that such action, suit or proceeding or (ii) if such a quorum of disinterested directors indemnification is not available or such quorum of disinterested directors so directs, by independent legal counsel (designated proper in the manner provided below in this subsection (d)) in a written opinion or (iii) by circumstances because the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under Indemnitee has met the applicable standards of professional conduct then prevailing, would have a conflict of interest set forth in representing either Section 2(a) and Section 2(b) (the Company or "Indemnification Standards"). Such determination will be made in the Indemnitee manner set forth in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees Section 4(b). (e) Any and expenses of such independent legal counsel and to indemnify fully such counsel against all costs, charges and expenses expenses, including attorneys' and others' fees, actually and reasonably incurred by such counsel the Indemnitee in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) shall defending any Proceeding will be paid by the Company as incurred and in advance of the final disposition of such Proceeding in accordance with the action, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof4(e). (f) The Company shall not adopt any amendment Notwithstanding anything in this Agreement to the certificate or bylaws the effect of which would be to denycontrary, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise not be entitled to indemnification or advancement of expenses pursuant hereto in writing connection with any Proceeding initiated by the Indemnitee against the Company (except for any Proceeding initiated by the Indemnitee pursuant to Section 6) unless the Company has joined in or voted in favor consented to the initiation of such adoption as a director or holder of record of the Company's voting stockProceeding.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was a Director or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including, without limitation, fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee being herein jointly referred to as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "“Expenses"”)), damages, judgments, fines and amounts paid in settlement settlement, actually and reasonably incurred by him the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any such threatened, pending pending, or completed action, suit suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he the Indemnitee is or was a Director or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise enterprise, against costs, charges any and all Expenses actually and reasonably incurred by him the Indemnitee in connection therewith and with the defense or settlement thereof or any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any claim, issue action or matter as to suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the “ORC”). (c) Any indemnification under Section 2(a) or 2(b) (unless ordered by a court) shall have be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or 2(b). Such authorization shall be made (i) by the Directors of the Company (the “Board”) by a majority vote of a quorum consisting of Directors who were not and are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not obtainable or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board) which shall not be an attorney, or a firm having associated with it an attorney, who has been adjudged retained by or who has performed services for the Company, or any person to be liable to indemnified, within the five years preceding such determination, or (iii) by the shareholders of the Company unless (and only to the extent that“Shareholders”), or (iv) the Delaware Court of Chancery or by the court in which such action, suit suit, or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court of Chancery or such other court shall deem properbrought. (cd) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit suit, or proceeding referred to in Sections Section 2(a) or 2(b) hereof ), or in defense of any claim, issue issue, or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (de) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the certificate, bylaws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the "Board"), by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such a quorum of disinterested directors is not available or such quorum of disinterested directors so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses Expenses actually and reasonably incurred by the Indemnitee in defending any such counsel in connection with this Agreement action, suit, or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) proceeding shall be paid by the Company as they are incurred in advance of the final disposition of the such action, suit suit, or proceeding giving rise to under the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof). (f) The Company For purposes of this Agreement, references to “other enterprises” shall not adopt include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; and references to the singular shall include the plural and vice versa. (g) No amendment to the certificate Amended Articles of Incorporation of the Company (the “Articles”) or bylaws the effect of which would be to Regulations shall deny, diminish diminish, or encumber the Indemnitee's ’s rights to indemnity pursuant to this Agreement, except to the extent that such amendment is required by law to be given effect. No amendment to the Articles or the Regulations shall deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the certificate, bylawsArticles, the General Corporation Law of Regulations, the State of Delaware (the "DGCL")ORC, or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "“Effective Date"”) upon which the amendment was approved by the Board or Shareholders, except to the Stockholders, as the case may beextent that such amendment is required by law to be given effect. In the event that the Company shall purport to adopt any amendment to the certificate its Articles or bylaws Regulations or take any other action the effect of which is to so deny, diminish diminish, or encumber the Indemnitee's ’s rights to indemnityindemnity pursuant to the Articles, the Regulations, the ORC, or any such other law, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record of the Company's voting stockthereof.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee when he who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative proceeding (including any proceeding before any administrative or criminallegislative body or agency) (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become a director or and officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses"fees)), damages, judgments, fines and liabilities and/or amounts paid in settlement actually and reasonably incurred by him or imposed upon the Indemnitee in connection therewith and any appeal therefrom if he the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, or unless such indemnification is prohibited by the General Corporation Law of the State of Delaware ("DGCL"). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee when he who was or is a party or is threatened to be made a party to any such threatened, pending or completed action, suit or proceeding 2 -2- by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director or officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costs, charges and Expenses expenses (including attorneys' fees), judgments, liabilities and/or amounts paid in settlement actually and reasonably incurred by or imposed upon him in connection therewith and with the defense or settlement thereof or any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, Company and except that no indemnification shall be made if such indemnification is prohibited by the DGCL or in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless (and only to the extent that) the Delaware Court of Chancery or that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses expenses which the Delaware Court of Chancery or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, including without limitation, limitation the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses expenses (including attorneys' fees), judgments, liabilities and/or amounts paid in settlement actually and reasonably incurred by or imposed upon him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision of the certificateRestated Certificate of Incorporation of the Company (the "Charter"), bylawsBy-Laws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or proceeding, (ii) if such a quorum of disinterested directors is not available or such quorum of disinterested directors so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by the stockholders of the Company (the "Stockholders"). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the IndemniteeIndemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges costs and expenses (including attorneys' fees) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All costsexpenses (including attorneys' fees) including by the Indemnitee in his capacity as a director or officer of the Company in defending a civil or criminal action, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) suit or 3 -3- proceeding shall be paid by the Company in advance of the final disposition of the such action, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately in the manner described prescribed by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the certificate Charter or bylaws By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificateCharter, bylawsBy-Laws, the General Corporation Law of the State of Delaware (the "DGCL"), DGCL or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board of Directors or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate Articles or bylaws By-Laws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record of the Company's voting stock, as the case may be.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee being herein jointly referred to as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by him the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any such threatened, pending pending, or completed action, suit suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he the Indemnitee is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise enterprise, against costs, charges any and all Expenses actually and reasonably incurred by him the Indemnitee in connection therewith and with the defense or settlement thereof or any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification pursuant to this Section 2(b) shall be made in respect of (i) any claim, issue issue, or matter as to which the Indemnitee shall have been is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless (unless, and only to the extent that) , the Delaware Court court of Chancery common pleas or the other court in which such action, suit suit, or proceeding was brought shall determine upon application thatdetermines, despite the notwithstanding any adjudication of liability but liability, that in view of all the circumstances of the case, case the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court expenses as such court of Chancery common pleas or such other court shall deem proper, or (ii) any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code (the "ORC"). (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision that indemnification of the certificate, bylaws, other agreement, resolution Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or otherwise2(b). Such determination authorization shall be made (i) by the Board of Directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit suit, or proceeding proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum of disinterested directors so directs, in a written opinion by independent legal counsel (designated in for such purpose by the manner provided below in this subsection (d)Board) in which shall not be an attorney, or a written opinion firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the stockholders shareholders of the Company (the "StockholdersShareholders"). Independent legal counsel , or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel indemnified against costs, charges and expenses Expenses actually and reasonably incurred by such counsel him in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) shall be paid by the Company in advance of the final disposition of the action, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately in the manner described by Section 4(b) hereof. (f) The Company shall not adopt any amendment to the certificate or bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record of the Company's voting stock.connection

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee if or when he was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including fees and expenses of attorneys or others; all such costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee being herein jointly referred to as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by him the Indemnitee in connection therewith and therewith, including any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee if or when he was or is a party party, or is threatened to be made a party party, to any such threatened, pending pending, or completed action, suit suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he the Indemnitee is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise enterprise, against costs, charges any and all Expenses actually and reasonably incurred by him the Indemnitee in connection therewith and with the defense or settlement thereof or any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification pursuant to this Section 2(b) shall be made in respect of any claim, issue issue, or matter as to which the Indemnitee shall have been is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless (unless, and only to the extent that) , the Delaware Court court of Chancery common pleas or the other court in which such action, suit suit, or proceeding was brought shall determine upon application thatdetermines, despite the notwithstanding any adjudication of liability but liability, that in view of all the circumstances of the case, case the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court expenses as such court of Chancery common pleas or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision that indemnification of the certificate, bylaws, other agreement, resolution Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or otherwise2(b). Such determination authorization shall be made (i) by the Board of Directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit suit, or proceeding proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum of disinterested directors so directs, in a written opinion by independent legal counsel (designated in for such purpose by the manner provided below in this subsection (d)Board) in which shall not be an attorney, or a written opinion firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the stockholders shareholders of the Company (the "StockholdersShareholders"). Independent legal counsel , or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel indemnified against costs, charges and expenses Expenses actually and reasonably incurred by such counsel him in connection with this Agreement or the opinion of such counsel pursuant heretotherewith. (e) All costsExpenses actually and reasonably incurred by the Indemnitee in defending any such action, charges and Expenses for which indemnification is available under Sections suit, or proceeding referred to in Section 2(a) and or 2(b) ), or in defense of any claim, issue, or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of the such action, suit suit, or proceeding giving rise to under the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof. (f) The Company For purposes of this Agreement, references to "other enterprises shall not adopt include employee benefit plans; references to "fines" shall include any amendment to excise taxes assessed on the certificate or bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied Indemnitee with respect to any act or failure employee benefit plan; references to act occurring in whole or in part prior to "serving at the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record request of the Company's voting stock" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein.

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, limited liability company, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including without limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee being herein jointly referred to as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by him the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee Indemnitee, if or when he was or is a party or is threatened to be made a party to any such threatened, pending pending, or completed action, suit suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he the Indemnitee is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, limited liability company, joint venture, trust trust, or other enterprise enterprise, against costs, charges any and all Expenses actually and reasonably incurred by him the Indemnitee in connection therewith and with the defense or settlement thereof or any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification shall be made in respect of (i) any claim, issue issue, or matter as to which the Indemnitee shall have been is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless (unless, and only to the extent that) , the Delaware Court court of Chancery common pleas or the other court in which such action, suit suit, or proceeding was brought shall determine upon application thatdetermines, despite the notwithstanding any adjudication of liability but liability, that in view of all the circumstances of the case, case the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court expenses as such court of Chancery common pleas or such other court shall deem proper, or (ii) any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision that indemnification of the certificate, bylaws, other agreement, resolution Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or otherwise2(b). Such determination authorization shall be made (i) by the Board of Directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors Directors who were not and are not parties to or threatened with such action, suit suit, or proceeding or (ii) if such a quorum of disinterested directors Directors is not available or if a majority of such quorum of disinterested directors so directs, in a written opinion by independent legal counsel (designated in for such purpose by the manner provided below in this subsection (d)Board) in which shall not be an attorney, or a written opinion firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the stockholders shareholders of the Company (the "StockholdersShareholders"). Independent legal counsel , or (iv) by the court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel indemnified against costs, charges and expenses Expenses actually and reasonably incurred by such counsel him in connection with this Agreement therewith. Expenses actually and reasonably incurred by the Indemnitee in defending any such action, suit, or the opinion of such counsel pursuant hereto. (e) All costs, charges and Expenses for which indemnification is available under Sections 2(a) and 2(b) proceeding shall be paid by the Company as they are incurred in advance of the final disposition of the such action, suit suit, or proceeding giving rise to under the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof. (fe) The Company For purposes of this Agreement, references to "other enterprises" shall not adopt include employee benefit plans; references to "fines" shall include any amendment to excise taxes assessed on the certificate or bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied Indemnitee with respect to any act or failure employee benefit plan; references to act occurring in whole or in part prior to "serving at the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record request of the Company's voting stock." shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee

Initial Indemnity. (a) Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the The Company shall indemnify the Indemnitee if or when he was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or criminalin the right of the Company), by reason of the fact that he is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including fees and expenses of attorneys or others; all such costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee being herein jointly referred to as determined by a court of competent jurisdiction or, to the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by him the Indemnitee in connection therewith and therewith, including any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto. (b) With respect to an action, suit or proceeding by or in the name of the Company, the The Company shall indemnify the Indemnitee if or when he was or is a party party, or is threatened to be made a party party, to any such threatened, pending pending, or completed action, suit suit, or proceeding by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he the Indemnitee is or was or had agreed to become a director or an officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise enterprise, against costs, charges any and all Expenses actually and reasonably incurred by him the Indemnitee in connection therewith and with the defense or settlement thereof or any appeal therefrom of or from any judgment or decision, if he the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. However, except that no indemnification pursuant to this Section 2(b) shall be made in respect of (i) any claim, issue issue, or matter as to which the Indemnitee shall have been is adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless (unless, and only to the extent that) , the Delaware Court court of Chancery common pleas or the other court in which such action, suit suit, or proceeding was brought shall determine upon application thatdetermines, despite the notwithstanding any adjudication of liability but liability, that in view of all the circumstances of the case, case the Indemnitee is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which the Delaware Court expenses as such court of Chancery common pleas or such other court shall deem proper, or (ii) any action or suit in which the only liability asserted against the Indemnitee is pursuant to Section 1701.95 of the Ohio Revised Code. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections Section 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 hereof or any applicable provision that indemnification of the certificate, bylaws, other agreement, resolution Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2(a) or otherwise2(b). Such determination authorization shall be made (i) by the Board of Directors of the Company (the "Board"), ) by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with such action, suit suit, or proceeding proceeding, or (ii) if such a quorum of disinterested directors is not available or if a majority of such quorum of disinterested directors so directs, in a written opinion by independent legal counsel (designated in for such purpose by the manner provided below in this subsection (d)Board) in which shall not be an attorney, or a written opinion firm having associated with it an attorney, who has been retained by or who has performed services for the Company, or any person to be indemnified, within the five years preceding such determination, or (iii) by the stockholders shareholders of the Company (the "StockholdersShareholders"). Independent legal counsel , or (iv) by the court of common pleas or other court in which such action, suit, or proceeding was brought. (d) To the extent that the Indemnitee has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defense of any action, suit, or proceeding referred to in Section 2(a) or 2(b), or in defense of any claim, issue, or matter therein, he shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel indemnified against costs, charges and expenses Expenses actually and reasonably incurred by such counsel him in connection with this Agreement or the opinion of such counsel pursuant heretotherewith. (e) All costsExpenses actually and reasonably incurred by the Indemnitee in defending any such action, charges and Expenses for which indemnification is available under Sections suit, or proceeding referred to in Section 2(a) and or 2(b) ), or in defense of any claim, issue, or matter therein, shall be paid by the Company as they are incurred in advance of the final disposition of the such action, suit suit, or proceeding giving rise to under the indemnification. Such payment shall be made immediately procedure set forth in the manner described by Section 4(b) hereof. (f) The Company For purposes of this Agreement, references to "other enterprises shall not adopt include employee benefit plans; references to "fines" shall include any amendment to excise taxes assessed on the certificate or bylaws the effect of which would be to deny, diminish or encumber the Indemnitee's rights to indemnity pursuant to the certificate, bylaws, the General Corporation Law of the State of Delaware (the "DGCL"), or any other applicable law as applied Indemnitee with respect to any act or failure employee benefit plan; references to act occurring in whole or in part prior to "serving at the date (the "Effective Date") upon which the amendment was approved by the Board or the Stockholders, as the case may be. In the event that the Company shall adopt any amendment to the certificate or bylaws the effect of which is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof unless the Indemnitee shall have expressly agreed otherwise in writing or voted in favor of such adoption as a director or holder of record request of the Company's voting stock" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; the word including is used by way of illustration only and not by way of limitation; and with respect to conduct by Indemnitee in his capacity as a trustee, administrator or other fiduciary of any employee benefit plan of the Company, if the Indemnitee acted in good faith and in a manner he reasonably believed to be in the interest of the participants or beneficiaries of such employee benefit plan, he shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to herein.