Common use of Notice and Other Indemnification Procedures Clause in Contracts

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (b) In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have notified the Board of Directors in writing that he has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense; or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriateexcept as otherwise provided below, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, except as otherwise provided that: (a) below. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the right to employ his own counsel in any such proceeding but the fees and expenses of the counsel incurred after notice from the Company of its assumption of the defense of the proceeding shall be at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if unless (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such the defense of a proceeding, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then in each of which cases the fees and expenses of the Indemnitee's counsel counsel, including any fees and expenses incurred in connection with an investigation to determine whether a conflict of interest exists, shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably made the conclusion, based on written advice of counsel, that there may be a conflict of interest between the Company and the Indemnitee.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: -------- (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 7.1. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 7.2. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 7.3. In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and or (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel approved selected by the Indemnitee (which Company and subject to the reasonable approval shall not be unreasonably withheld)of the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit, or proceeding by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii)B above.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of commencement, or the threat of commencement commencement, of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant . The failure to Section 7.1 hereof, the Company has D&O Insurance in effect, so notify the Company shall give prompt notice of not affect the commencement of such proceeding Company's obligation to indemnify the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policiesIndemnitee otherwise than under this Agreement. 7.3 (b) In the event the Company shall be obligated hereunder to advance provide indemnification for or make any Expense Advances with respect to the expenses for Expenses of any proceeding against the IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), Claim upon the delivery to the Indemnitee of written notice of its the Company's election to do so. After delivery of such notice, approval of such counsel by The Company shall keep the Indemnitee and the retention of such his counsel by (which shall be retained at the Company's expense) reasonably and currently apprised throughout such negotiations and/or defense of the status thereof and shall promptly pay the amount of all final judgments and agreed settlements, including attorneys' fees and costs. The Indemnitee shall cooperate with the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingin all reasonable ways in such negotiations and/or defense, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding but at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the sole expense of the Company, if such counsel serves in a reviewand without incurring or being deemed to have incurred any obligation or liability of any kind, observer, advice and counseling capacity and does not otherwise materially control nature or participate in the defense of such proceeding; and description by reason thereof. (c) The Company shall indemnify Indemnitee against any and all expenses (including attorneys' fees) and, if requested by Indemnitee, shall, within ten (10) days of such request, advance such expenses to Indemnitee which are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for (i) the employment indemnification hereunder or advance payment of counsel Expenses by the Indemnitee has been previously authorized Company under this Agreement (or any other agreement or the Company's Certificate of Incorporation or By-Laws now or hereafter in effect) relating to Proceedings and/or (ii) recovery under any director and officer liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be. (iid) For purposes of this Agreement, the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct termination of any such defense claim, action, suit or proceeding by judgment, order, settlement (iiiwhether with or without court approval) the Company or conviction, or upon a plea of nolo contendere, or its equivalent shall not, in fact, not create a presumption that Indemnitee did not meet any particular standard of conduct or have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companyany particular belief or that a court has determined that indemnification is not permitted by applicable law.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company has been prejudiced. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policiesD&O Insurance policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policiespolicy. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of the Indemnitee in connection with any proceeding against the Indemniteeproceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other expenses subsequently incurred by the Indemnitee with respect to the same proceeding, ; provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of paid by the Company; and provided further that the Company shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one proceeding.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7. 1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result because of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Indemnitee's ’ s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’ s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7. 1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result because of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Indemnitee's ' s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ' s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Indemnitee's expense; expense and (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee a covered person of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee such person shall, if the Indemnitee such person believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereofproceeding, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemniteecovered person, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemniteecovered person, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee covered person (which such approval shall not to be unreasonably withheld), upon the delivery to the Indemnitee covered person of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee covered person and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee covered person under this Agreement for any fees of counsel subsequently incurred by the Indemnitee covered person with respect to the same proceeding, provided that: that (ai) the Indemnitee covered person shall have the right to employ his own separate counsel in any such proceeding at the Indemniteecovered person's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee covered person has been previously authorized by the Company, (iiB) the Indemnitee covered person shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee covered person in the conduct of any such defense or of (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemniteecovered person's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 6(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided PROVIDED that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 8(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company. The Company shall not enter into any settlement of any proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such proceeding) unless such settlement provides for the full and final release of all claims asserted against Indemnitee.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 . If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 . In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and or (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereofthereof unless the Company already knows or constructively knows of the existence of such.. (b) Any indemnification requested by the Indemnitee shall be complied with by the Company not later than ten (10) days after receipt of written request of the Indemnitee or his counsel. Indemnification shall not be refused and the Company shall thereafter immediately pay the request for indemnity (so long as the same is supported by copies of legal and other expense documentation or by written request of counsel for advances), unless final judgement (including any appeals) has been rendered against the Indemnitee and the Indemnitee has been found at fault for fraud or criminal misconduct, but that in the event that the Indemnitee has only been found partially at fault for such conducts, the Indemnitee shall be paid for the aggregate of Expenses not already paid by the Company in proportion to that part in which the Indemnitee has been found not at fault. 7.2 If(c) The Indemnitee shall have the right, at the any time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, that the Company has D&O Insurance in effectnot done so, the Company shall give prompt notice to seek approval of the commencement of such proceeding appropriate court to validate or ratify the insurers in accordance with the procedures set forth in the respective policiesindemnity herein. The Company warrants that it shall thereafter take all necessary or desirable action make such application to cause such insurers to pay, on behalf the appropriate court immediately upon request of the Indemnitee, all amounts payable as a result Indemnitee and shall vigorously seek the approval of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Companycourt or, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved application is being made by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, an indemnified cost hereunder) the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the shall vigorously support such application. The Indemnitee shall have the right to employ his own select the counsel the Company employs to make the application and may require that the Company change counsel to another of the Indemnitee’s choosing should the Indemnitee not have confidence in the competence or intentions or vigour of the counsel. The Company warrants and agrees that it shall not refuse to seek court approval or shall not oppose the application of the Indemnitee in any manner whatsoever, except only in the event of a final judgement (including appeals) having been rendered finding the Indemnitee to have been at fault in such proceeding manner that the Indemnitee is not entitled to indemnity (i.e. - for fraud or criminal misconduct). The Company agrees and undertakes that should it oppose or refuse to seek court approval or to fulfil any obligation for indemnity that then it shall be subject to sanction, costs, and all direct and indirect damages occasioned by a knowledgeable trustee which has knowingly violated a trust and such violation shall be deemed in bad faith and malicious unless clear evidence of reasonable mistake in fact or law shall be shown and the onus thereof shall be the Company’s. Moreover, it shall not be sufficient for such purpose that the Company shall rely upon legal opinion unless such legal opinion shall be patently reasonable and it must be clear that such counsel has been given all pertinent fact and the same has arrived at his conclusion in a reasonably unbiased fashion and not employing sharp practise, a probable intent to arrive at such conclusion under instruction to find a contrary position, and not in contemplation of litigation and such counsel shall release such contrary opinion to the Indemnitee (and the Company hereby gives its permission) and the counsel’s statement shall advise that he will support and justify such opinion under oath and in proceedings of which he may be made a party. (d) In the event that the Company shall refuse, omit, or otherwise, passively or actively, resist indemnifying the Indemnitee's expense; (b) , then the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel may immediately seek an order requiring indemnity by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in shall be indemnified for all costs associates therewith. In the conduct of any event that such defense or (iii) is required, the Company shall notno longer thereafter have the right, and it forfeits the same as liquidated damages, to seek recovery of any Expense amounts paid to or for the Indemnitee, regardless of whether final judgements are thereafter rendered against the Indemnitee in such manner that indemnity would not otherwise have been available. (e) In the event that the Company, in factthe opinion of the Indemnitee or its counsel, have employed counsel shall not be, or appear not to assume the defense be, adequately or vigorously performing its obligations of such proceeding, this Agreement then the fees Indemnitee may, at his own sole discretion and expenses of with notice to the Indemnitee's counsel shall Company, immediately take over all matters to be at performed by the expense Company, perform the same in the name of the Company, dismiss any Company counsel conducting any matter hereunder, the Company shall absolutely resile and withdraw to the extent required by the Indemnitee, and the Indemnitee shall be indemnified for all such and shall receive reasonable compensation for his time and costs.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Indemnitee's expense; ’s expense and (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingproceeding or his or her potential involvement as a participant (be it as a party or otherwise), the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee Indemnittee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee Agent of notice of the commencement of or the threat of commencement of any action, suit or proceeding, the Indemnitee Agent shall, if the Indemnitee Agent believes that indemnification with respect thereto may be sought from the Company Corporation under this Agreement, notify the Company Corporation of the commencement or threat of commencement thereof; provided, however, that failure of Agent to provide such notice will not relieve the Corporation of its liability hereunder if the Corporation receives notice of such action, suit or proceeding from any other source. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a an action, suit or proceeding pursuant to Section 7.1 8(a) hereof, the Company Corporation has D&O Insurance in effect, the Company Corporation shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the IndemniteeAgent, all amounts payable as a result of such action, suit or proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company Corporation shall be obligated to advance pay the expenses for of any action, suit or proceeding against the IndemniteeAgent, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Agent, upon the delivery to the Indemnitee Agent of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee Agent and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to the Indemnitee Agent under this Agreement for any fees of counsel subsequently incurred by the Indemnitee Agent with respect to the same proceedingaction, suit or proceeding except for reasonable costs of investigation, provided that: that (ai) the Indemnitee Agent shall have the right to employ his own counsel in any such action, suit or proceeding at the IndemniteeAgent's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee Agent has been previously authorized by the CompanyCorporation, (iiB) the Indemnitee Agent shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee Agent in the conduct of any such defense or (iiiC) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of the IndemniteeAgent's counsel shall be at the expense of the CompanyCorporation. (d) the Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent's written consent, which may be given or withheld in Agent's sole discretion.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement commencement, of or the threat of commencement of of, any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement commencement, or threat of commencement commencement, thereof, provided that any failure to so notify shall not relieve the Company from any liability it may have to Indemnitee hereunder except to the extent the Company is materially prejudiced thereby. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)reasonably satisfactory to Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding; provided, provided that: however, that (ai) the Indemnitee shall have the right to employ his own separate counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the ’s expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel within a reasonable period of time to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s separate counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee's indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof. 7.2 If(b) Any indemnification requested by the Indemnitee under Section 3 and/or 4 hereof shall be made no later than forty-five (45) days after receipt of the written request of Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceedings, or (ii) in the event such quorum is not obtainable, at the time election of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriateeither by independent legal counsel in a written opinion or by a panel of arbitrators, shall be entitled to assume the defense one of such proceeding, with counsel approved whom is selected by the Indemnitee (which approval shall not be unreasonably withheld)Company, upon the delivery to the Indemnitee another of written notice of its election to do so. After delivery of such notice, approval of such counsel whom is selected by the Indemnitee and the retention last of such counsel whom is selected by the Companyfirst two arbitrators so selected, the Company will not be liable to that the Indemnitee has or has not met the relevant standard for indemnification set forth in Section 3 and 4 hereof. (c) Notwithstanding a determination under this Agreement for any fees of counsel subsequently incurred by Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to the same any specific proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in apply to any such proceeding at court of competent jurisdiction for the purpose of enforcing the Indemnitee's expense; right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (bincluding its Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met theapplicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel or the panel or arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall have be a defense to the right to employ his own counsel action or create any presumption that the Indemnitee has or has not met the applicable standard of conduct. (d) The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 so long as such proceeding, at the expense claims and/or defenses of the Company, if such counsel serves Indemnitee were made or asserted in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companygood faith.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the an Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof; provided that the Indemnitee's failure to so promptly notify the Company shall not relieve the Company of its obligations (whether hereunder or otherwise) to indemnify the Indemnitee. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 5(a) hereof, the Company has D&O Insurance director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event (c) If the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the CompanyCompany may, if appropriateit so desires, shall ask to be entitled allowed to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel paid for by the Company. While the granting or refusal of such request shall be within the Indemnitee's discretion, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control arbitrarily or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companycapriciously refuse.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at (b) Any indemnification requested by the time Indemnitee under Section 3 and/or 4 of this Agreement shall be made no later than 60 days after receipt of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf written request of the Indemnitee, all amounts payable as unless a result determination is made within said 60 day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of Directors who are not parties to such proceeding Proceedings, or (ii) in accordance with the terms of such D&O Insurance policies. 7.3 In the event such a quorum is not obtainable, at the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, election of the Company, if appropriateeither by independent legal counsel in a written opinion or by a panel of arbitrators from the American Arbitration Association (“AAA”), shall be entitled to assume the defense one of such proceeding, with counsel approved whom is selected by the Indemnitee (which approval shall not be unreasonably withheld)Company, upon the delivery to the Indemnitee another of written notice of its election to do so. After delivery of such notice, approval of such counsel whom is selected by the Indemnitee and the retention last of such counsel whom is selected by the Companyfirst two arbitrators so selected, that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3 and 4 of this Agreement. In the event the Indemnitee is determined not to be entitled to indemnification, the Company will not shall give, or cause to be liable to given to, the Indemnitee written notice thereof specifying the reason therefor, including any determination of fact or conclusion of law relied upon in reaching such determination. (c) Notwithstanding a determination under this Agreement for any fees of counsel subsequently incurred by Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to the same proceedingany specific Proceeding, provided that: (a) the Indemnitee shall have the right to employ his own apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement. Neither the failure of the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. In any such proceeding at proceeding, the Company will bear the burden of proof in showing that the Indemnitee's expense; (b) ’s conduct did not meet the applicable standard of conduct provided for by this agreement, and accordingly the Indemnitee shall be deemed to have the a prima facie right to employ his own counsel indemnification under this agreement unless the Company can prove to the court’s satisfaction that the Indemnitee’s conduct did not meet the applicable standard of conduct provided for by this agreement or applicable law for indemnification. (d) In the absence of fraud, willful default or dishonesty on the part of the Indemnitee, the Company shall indemnify the Indemnitee against all Expenses incurred in connection with any such proceeding, at the expense hearing or Proceeding under this Section 8 unless a court of competent jurisdiction finds that each of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense claims and/or defenses of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense Proceeding was frivolous or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companybad faith.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingproceedings, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding proceedings against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingproceedings, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its the election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed continue to employ counsel approved by the Indemnitee to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the CompanyCompany (subject to the limitations set forth in Section 4). Notwithstanding the above, unless the Indemnitee consents otherwise, the Company shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Company against the Indemnitee or any proceeding as to which the Indemnitee has reasonably made the conclusion provided in (ii)(B) above. (d) The Company shall not, without the prior written consent of the Indemnitee, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of the Indemnitee, any non-monetary remedy imposed on the Indemnitee or a liability for which the Indemnitee is not wholly indemnified hereunder or (ii) with respect to any proceeding with respect to which the Indemnitee may be or is made a party or a participant or may be or is otherwise entitled to seek indemnification hereunder, does not include, as an unconditional term thereof, the full release of the Indemnitee from all liability in respect of such proceeding, which release will be in form and substance reasonably satisfactory to the Indemnitee. Neither the Company nor the Indemnitee will unreasonably withhold its consent to any proposed settlement; provided, however, the Indemnitee may withhold consent to any settlement that does not provide a full and unconditional release of the Indemnitee from all liability in respect of such proceeding.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereofthereof unless the Company already knows or constructively knows of the existence of such.. (b) Any indemnification requested by the Indemnitee shall be complied with by the Company not later than ten (10) days after receipt of written request of the Indemnitee or his counsel. Indemnification shall not be refused and the Company shall thereafter immediately pay the request for indemnity (so long as the same is supported by copies of legal and other expense documentation or by written request of counsel for advances), unless final judgement (including any appeals) has been rendered against the Indemnitee and the Indemnitee has been found at fault for fraud or criminal misconduct, but that in the event that the Indemnitee has only been found partially at fault for such conducts, the Indemnitee shall be paid for the aggregate of Expenses not already paid by the Company in proportion to that part in which the Indemnitee has been found not at fault. 7.2 If(c) The Indemnitee shall have the right, at the any time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, that the Company has D&O Insurance in effectnot done so, the Company shall give prompt notice to seek approval of the commencement of such proceeding appropriate court to validate or ratify the insurers in accordance with the procedures set forth in the respective policiesindemnity herein. The Company warrants that it shall thereafter take all necessary or desirable action make such application to cause such insurers to pay, on behalf the appropriate court immediately upon request of the Indemnitee, all amounts payable as a result Indemnitee and shall vigorously seek the approval of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Companycourt or, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved application is being made by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, an indemnified cost hereunder) the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the shall vigorously support such application. The Indemnitee shall have the right to employ his own select the counsel in any such proceeding at the Company employs to make the application and may require that the Company change counsel to another of the Indemnitee's expense; (b) choosing should the Indemnitee shall not have confidence in the right to employ his own counsel in connection with any such proceeding, at the expense competence or intentions or vigour of the counsel. The Company warrants and agrees that it shall not refuse to seek court approval or shall not oppose the application of the Indemnitee in any manner whatsoever, except only in the event of a final judgement (including appeals) having been rendered finding the Indemnitee to have been at fault in such manner that the Indemnitee is not entitled to indemnity (i.e. - for fraud or criminal misconduct). The Company agrees and undertakes that should it oppose or refuse to seek court approval or to fulfil any obligation for indemnity that then it shall be subject to sanction, costs, and all direct and indirect damages occasioned by a knowledgeable trustee which has knowingly violated a trust and such violation shall be deemed in bad faith and malicious unless clear evidence of reasonable mistake in fact or law shall be shown and the onus thereof shall be the Company's. Moreover, if it shall not be sufficient for such purpose that the Company shall rely upon legal opinion unless such legal opinion shall be patently reasonable and it must be clear that such counsel serves has been given all pertinent fact and the same has arrived at his conclusion in a reviewreasonably unbiased fashion and not employing sharp practise, observera probable intent to arrive at such conclusion under instruction to find a contrary position, advice and counseling capacity not in contemplation of litigation and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by shall release such contrary opinion to the Indemnitee has been previously authorized by (and the CompanyCompany hereby gives its permission) and the counsel's statement shall advise that he will support and justify such opinion under oath and in proceedings of which he may be made a party. (d) In the event that the Company shall refuse, (ii) omit, or otherwise, passively or actively, resist indemnifying the Indemnitee, then the Indemnitee shall have reasonably concluded that there may be a conflict of interest between immediately seek an order requiring indemnity by the Company and the Indemnitee in shall be indemnified for all costs associates therewith. In the conduct of any event that such defense or (iii) is required, the Company shall notno longer thereafter have the right, and it forfeits the same as liquidated damages, to seek recovery of any Expense amounts paid to or for the Indemnitee, regardless of whether final judgements are thereafter rendered against the Indemnitee in such manner that indemnity would not otherwise have been available (e) In the event that the Company, in factthe opinion of the Indemnitee or its counsel, have employed counsel shall not be, or appear not to assume the defense be, adequately or vigorously performing its obligations of such proceeding, this Agreement then the fees Indemnitee may, at his own sole discretion and expenses of with notice to the Indemnitee's counsel shall Company, immediately take over all matters to be at performed by the expense Company, perform the same in the name of the Company, dismiss any Company counsel conducting any matter hereunder, the Company shall absolutely resile and withdraw to the extent required by the Indemnitee, and the Indemnitee shall be indemnified for all such and shall receive reasonable compensation for his time and costs.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its the election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriateexcept as otherwise provided below, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, except as otherwise provided that: (a) below. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his own counsel in any such proceeding but the fees and expenses of the counsel incurred after notice from the Company of its assumption of the defense of the proceeding shall be at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if unless (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such the defense of a proceeding, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then in each of which cases the fees and expenses of the Indemnitee's counsel ’s counsel, including any fees and expenses incurred in connection with an investigation to determine whether a conflict of interest exists, shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably made the conclusion, based on written advice of counsel, that there may be a conflict of interest between the Company and the Indemnitee.

Notice and Other Indemnification Procedures. 7.1 6.1. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 6.2. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 6.3. In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and or (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or of (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee's indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof. 7.2 If(b) Any indemnification requested by the Indemnitee under Section 3 and/or 4 hereof shall be made no later than forty-five (45) days after receipt of the written request of Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceedings, or (ii) in the event such quorum is not obtainable, at the time election of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriateeither by independent legal counsel in a written opinion or by a panel of arbitrators, shall be entitled to assume the defense one of such proceeding, with counsel approved whom is selected by the Indemnitee (which approval shall not be unreasonably withheld)Company, upon the delivery to the Indemnitee another of written notice of its election to do so. After delivery of such notice, approval of such counsel whom is selected by the Indemnitee and the retention last of such counsel whom is selected by the Companyfirst two arbitrators so selected, the Company will not be liable to that the Indemnitee has or has not met the relevant standard for indemnification set forth in Section 3 and 4 hereof. (c) Notwithstanding a determination under this Agreement for any fees of counsel subsequently incurred by Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to the same any specific proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in apply to any such proceeding at court of competent jurisdiction for the purpose of enforcing the Indemnitee's expense; right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (bincluding its Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel or the panel or arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall have be a defense to the right to employ his own counsel action or create any presumption that the Indemnitee has or has not met the applicable standard of conduct. (d) The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 so long as such proceeding, at the expense claims and/or defenses of the Company, if such counsel serves Indemnitee were made or asserted in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companygood faith.

Notice and Other Indemnification Procedures. 7.1 Promptly after (a) After receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification or advancement of Expenses with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. However, a failure so to notify the Company within a reasonable period of time following Indemnitee’s receipt of such notice shall not relieve the Company from any liability that it may have to the Indemnitee otherwise than under this Agreement, including, without limitation, its liability under its Certificate of Incorporation, Bylaws, or the GCL. 7.2 If, at (b) The Indemnitee shall be entitled to select his or her own counsel to defend him or her with respect to a Proceeding and such counsel shall be paid directly by the time Company in accordance with the provisions of Section 6. In the event that there is more than one defendant in a particular Proceeding and the Company assumes control of the receipt defense of a notice of the commencement of a proceeding pursuant such Proceeding, Indemnitee agrees to Section 7.1 hereof, cooperate with the Company has D&O Insurance in effectthe selection of primary counsel. With respect to any such Proceeding, the Company shall give prompt notice of the commencement of such proceeding be entitled to the insurers participate therein at its own expense, and in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses Expenses for any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee Indemnitee, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding; provided, provided that: however, that (ai) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment selection of separate counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, and the Board reasonably concurs with Indemnitee’s conclusion, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses Expenses of the Indemnitee's ’s counsel shall be at the expense of paid by the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Director and Officer Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided provided, however, that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.of

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.by

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company actually and materially has been prejudiced. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has directors’ and officers’ liability insurance (“D&O Insurance Insurance”) in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurer or insurers in accordance with the procedures set forth in the respective D&O Insurance policy or policies. The Company thereafter shall thereafter take all necessary or desirable action to cause such insurer or insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policy or policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for Expenses of the Indemnitee in connection with any proceeding against the IndemniteeProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by subject to the Indemnitee (which reasonable approval shall not be unreasonably withheld)of the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other Expenses subsequently incurred by the Indemnitee with respect to the same proceeding, Proceeding; provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the ’s expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee previously has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded upon the advice of counsel that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or the Indemnitee reasonably believes it is in his best interest to retain separate counsel, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the Expenses, including the fees and expenses of the Indemnitee's counsel ’s counsel, shall be at the expense of paid by the Company. (d) All payments of Expenses and other amounts by the Company to the Indemnitee pursuant to this Agreement shall be made as soon as practicable after a written demand therefor by the Indemnitee is presented to the Company, but in no event later than (i) twenty (20) days after such demand is presented or (ii) such later date as may be permitted for the determination of entitlement to indemnification pursuant to Section 7, if applicable; provided, however, that the advancement of Expenses shall be made within the time provided in Section 4.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If(b) Any indemnification requested by the Indemnitee under Section 3 and/or 4 hereof shall be made no later than forty-five (45) days after receipt of the written request of Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceedings, or (ii) in the event such a quorum is not obtainable, at the time election of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriateeither by independent legal counsel in a written opinion or by a panel of arbitrators, shall be entitled to assume the defense one of such proceeding, with counsel approved whom is selected by the Indemnitee (which approval shall not be unreasonably withheld)Company, upon the delivery to the Indemnitee another of written notice of its election to do so. After delivery of such notice, approval of such counsel whom is selected by the Indemnitee and the retention last of such counsel whom is selected by the Companyfirst two arbitrators so selected, the Company will not be liable to that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3 and 4 hereof. (c) Notwithstanding a determination under this Agreement for any fees of counsel subsequently incurred by Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to the same any specific proceeding, provided that: (a) the Indemnitee shall have the right to employ his own apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (d) The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel was frivolous or in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companybad faith.

Notice and Other Indemnification Procedures. 7.1 (i) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (ii) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (iii) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement commencement, of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the ’s expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, Indemnitee shall notify the Indemnitee shall, Corporation of the commencement or threat of commencement thereof if the Indemnitee believes that indemnification with respect thereto may be sought from the Company Corporation under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 subsection 7(a) hereof, the Company Corporation has D&O D & O Insurance in effect, the Company Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O policies. Notwithstanding anything in this Agreement to the contrary, any fees and expenses for counsel selected by Indemnitee with respect to a Proceeding in which a D & O Insurance policiescarrier provides a defense, shall be at Indemnitee's sole expense. 7.3 (c) In the event the Company Corporation shall be obligated to advance pay the expenses for of any proceeding Proceeding against the Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment engagement of counsel by the Indemnitee has been previously authorized by the CompanyCorporation, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company Corporation or any D & O Insurance carrier shall not, in fact, have employed engaged counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the CompanyCorporation.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, or upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be indemnifiable hereunder, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company Corporation under this Agreement, notify the Company Corporation of the commencement or threat of commencement thereof, provided however that failure to give such notice shall not relieve the Corporation of any obligation under this Agreement, except and only to the extent the Corporation is actually materially prejudiced thereby. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding or related document pursuant to Section 7.1 7(a) hereof, the Company Corporation has D&O Insurance in effect, the Company Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company Corporation shall be obligated to advance pay the expenses for of any proceeding against the IndemniteeIndemnitee pursuant to Section 6 hereof, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (Indemnitee, which approval shall may not be unreasonably withheld)withheld unreasonably, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the CompanyCorporation, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the CompanyCorporation.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) Any indemnification or advancement of Expenses under this Agreement shall be made promptly, and in any event within thirty (30) days, upon the written request of the Indemnitee. If a determination by the Company that the Indemnitee is entitled to indemnification is required, and the Company fails to respond within sixty (60) days to a written request for indemnity, the Company shall be deemed to have approved the request. If the Company denies a written request for indemnification or advancement of expenses, in whole or in part, or if tender of such request is not made within thirty (30) days (or twenty (20) days in the case of a claim for advancement of expenses), the right to indemnification or advancement of expenses as granted by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such Indemnitee’s Expenses incurred in connection with successfully establishing the right to indemnification, in whole or in part, in any such action or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, shall also be indemnified by the Company. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Company) that the Indemnitee has not met the standards of conduct which make it permissible under the DGCL for the Company to indemnify the Indemnitee for the amount claimed, but the burden of such defense shall be on the Company. (d) In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise, shall be on the Company. (e) In the event the Company shall be obligated to advance the expenses Expenses for any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceedingProceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceedingProceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.or

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company has been prejudiced. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policiesD&O Insurance policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policiespolicy. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of the Indemnitee in connection with any proceeding against the Indemniteeproceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other expenses subsequently incurred by the Indemnitee with respect to the same proceeding, ; provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the Indemnitee*s expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's Indemnitee*s counsel shall be at the expense of paid by the Company; and provided further that the Company shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one proceeding.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingproceedings, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding proceedings against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingproceedings, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its the election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 a. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereofof any proceeding. 7.2 b. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 c. In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which such approval shall not to ___________Initials Initials____________ be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) proceeding but the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) . If the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in Company has assumed the defense of such proceeding; any proceeding and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded concludes at any time thereafter that there may might be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iii) if the Company shall not, in fact, have continuously employed counsel to assume the defense of such proceeding, then the Indemnitee shall have the right to retain his own counsel and the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification Indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. Indemnitee will be presumed to have met the standard of conduct entitling him or her to indemnification; the Company shall be entitled to try to rebut the presumption in accordance with the procedures set forth in Section 8 below. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event (c) If the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee or counsel selected by the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee or among Indemnitees jointly represented in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of of, or the threat of commencement of of, any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 hereof7(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event (c) If the Company shall be obligated to advance pay the expenses for Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses Expenses of the Indemnitee's ’s counsel shall be at the expense of the Company. (d) The Company shall not be entitled to assume the defense of any action, suit or Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have reached the conclusion provided for in Section 7(c)(ii)(B).

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of commencement, or the threat of commencement commencement, of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant . The failure to Section 7.1 hereof, the Company has D&O Insurance in effect, so notify the Company shall give prompt notice of not affect the commencement of such proceeding Company's obligation to indemnify the insurers in accordance with the procedures set forth in the respective policies. Indemnitee otherwise than under this Agreement. (b) The Company shall thereafter take indemnify Indemnitee against any and all necessary or desirable action to cause such insurers to payexpenses (including attorneys' fees) and, on behalf of the if requested by Indemnitee, all amounts payable as a result shall within fifteen (15) days of such proceeding request, advance such expenses to Indemnitee which are incurred by Indemnitee in accordance connection with the terms any claim asserted against or action brought by indemnity for (i) indemnification hereunder or advance payment of such D&O Insurance policies. 7.3 In the event Expenses by the Company shall be obligated to advance the expenses for under this Agreement (or any proceeding against the Indemnitee, other agreement or the Company, if appropriate, shall be entitled 's Certificate of Incorporation or By-Laws now or hereafter in effect) relating to assume the defense of such proceeding, with counsel approved by the Indemnitee Proceedings and/or (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee ii) recovery under any director and the retention of such counsel officer liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and case may be. (c) if (i) For purposes of this Agreement, the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct termination of any such defense claim, action, suit or proceeding by judgment, order, settlement (iiiwhether with or without court approval) the Company or conviction, or upon a plea of nolo contendere, or its equivalent, shall not, in fact, not create a presumption that Indemnitee did not meet any particular standard of conduct or have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companyany particular belief or that a court has determined that indemnification is not permitted by applicable law.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the (a) Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may as a condition precedent to his right to be sought from the Company indemnified under this Agreement, give PNCL notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this agreement, provided however, that a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. The omission to notify PNCL will not relieve PNCL from any liability for indemnification which it may have to Indemnitee otherwise than under this Agreement. The Secretary of PNCL shall, promptly upon receipt of such a request for indemnification, advise the Company of the commencement or threat of commencement thereofBoard in writing that Indemnitee has requested indemnification. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company PNCL has D&O Insurance in effect, the Company PNCL shall give prompt notice of the commencement of such proceeding to the insurers and/or their agent(s) in accordance with the various procedures set forth in the respective policies. The Company PNCL shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company (c) If PNCL shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Companythen PNCL, if as appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee Indemnity of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyPNCL, the Company PNCL will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the CompanyPNCL, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company PNCL and the Indemnitee in the conduct of any such defense or (iiiC) the Company PNCL shall not, in fact, have employed counsel to assume the defense of such proceeding, then (after written notice to PNCL by Indemnitee) the fees and expenses expense of the Indemnitee's counsel shall be at the expense of the CompanyPNCL.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of paid by the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee a covered person of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee such person shall, if the Indemnitee such person believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereofproceeding, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemniteecovered person, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemniteecovered person, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee covered person (which such approval shall not to be unreasonably withheld), upon the delivery to the Indemnitee covered person of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee covered person and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee covered person under this Agreement for any fees of counsel subsequently incurred by the Indemnitee covered person with respect to the same proceeding, provided that: that (ai) the Indemnitee covered person shall have the right to employ his own separate counsel in any such proceeding at the Indemniteecovered person's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee covered person has been previously authorized by the Company, (iiB) the Indemnitee covered person shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee covered person in the conduct of any such defense or defense, (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemniteecovered person's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the -------- Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company actually and materially has been prejudiced. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has directors’ and officers’ liability insurance (“D&O Insurance Insurance”) in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurer or insurers in accordance with the procedures set forth in the respective D&O Insurance policy or policies. The Company thereafter shall thereafter take all necessary or desirable action to cause such insurer or insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policy or policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for Expenses of the Indemnitee in connection with any proceeding against the IndemniteeProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by subject to the Indemnitee (which reasonable approval shall not be unreasonably withheld)of the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other related expenses subsequently incurred by the Indemnitee with respect to the same proceeding, Proceeding; provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the ’s expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee previously has been previously expressly authorized by the Company, or (iiB) the Indemnitee shall have concluded upon the written advice of counsel reasonably concluded acceptable to the Company that there may be a is an actual or potential conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the Expenses, including the fees and expenses of the Indemnitee's counsel ’s counsel, shall be at paid by the expense Company; provided, further, that the Company shall not be required to pay the expenses of more than one such separate counsel for each group of persons it is indemnifying in any one Proceeding (a “Group”) to the extent no person included in such Group has concluded upon the written advice of counsel reasonably acceptable to the Company that there is an actual or potential conflict of interest between such person and any other member of the Group and, in any such case, thereafter such person shall not be included in such Group (it being understood that more than one Group may be determined to exist for any one Proceeding and the Company shall not be required to pay the expenses of more than one such separate counsel for each such Group). (d) All payments of Expenses and other amounts by the Company to the Indemnitee pursuant to this Agreement shall be made as soon as practicable after a written demand therefor by the Indemnitee is presented to the Company, but in no event later than (i) twenty (20) days after such demand is presented or (ii) such later date as may be permitted for the determination of entitlement to indemnification pursuant to Section 7, if applicable; provided, however, that the advancement of Expenses shall be made within the time provided in Section 4.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee Agent of notice of the commencement of or the threat of commencement of any action, suit or proceeding, the Indemnitee Agent shall, if the Indemnitee Agent believes that indemnification with respect thereto may be sought from the Company Corporation under this Agreement, notify the Company Corporation of the commencement or threat of commencement thereof; provided, however, that failure of Agent to provide such notice will not relieve the Corporation of its liability hereunder if the Corporation receives notice of such action, suit or proceeding from any other source. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a an action, suit or proceeding pursuant to Section 7.1 8(a) hereof, the Company Corporation has D&O Insurance in effect, the Company Corporation shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the IndemniteeAgent, all amounts payable as a result of such action, suit or proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company Corporation shall be obligated to advance pay the expenses for of any action, suit or proceeding against the IndemniteeAgent, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Agent, upon the delivery to the Indemnitee Agent of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee Agent and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to the Indemnitee Agent under this Agreement for any fees of counsel subsequently incurred by the Indemnitee Agent with respect to the same proceedingaction, suit or proceeding except for reasonable costs of investigation, provided that: that (ai) the Indemnitee Agent shall have the right to employ his own counsel in any such action, suit or proceeding at the IndemniteeAgent's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee Agent has been previously authorized by the CompanyCorporation, (iiB) the Indemnitee Agent shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee Agent in the conduct of any such defense or (iiiC) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of the IndemniteeAgent's counsel shall be at the expense of the CompanyCorporation. (d) the Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose

Notice and Other Indemnification Procedures. 7.1 (1) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company has been prejudiced. 7.2 (2) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policiesD&O Insurance policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policiespolicy. 7.3 (3) In the event the Company shall be obligated to advance pay the expenses for of the Indemnitee in connection with any proceeding against the Indemniteeproceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other expenses subsequently incurred by the Indemnitee with respect to the same proceeding, ; provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been 5 previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of paid by the Company; and provided further that the Company shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one proceeding.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided the failure to provide such notification shall not diminish the Indemnitee's indemnification hereunder. 7.2 If(b) Any indemnification requested by the Indemnitee under Section 3, 4, 5 or 6 hereof shall be made no later than forty-five (45) days after receipt of the written request of the Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceeding, or (ii) in the event such a quorum is not obtainable, at the time election of the receipt Company, either by independent legal counsel in a written opinion or by a panel of a notice of arbitrators (selected in the commencement of a proceeding pursuant to manner set forth in Section 7.1 8(c) hereof) that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3, 4, 5 or 6 hereof. (c) Except as set forth herein, the Company has D&O Insurance right of indemnification under this Agreement and any dispute arising hereunder, including but not limited to matters of validity, interpretation, application and enforcement, shall be determined exclusively by and through final and binding arbitration in effectMountain View, the Company California, each party hereto expressly and conclusively waiving his right to proceed to a judicial determination with respect to such matter. Such arbitration shall give prompt notice of the commencement of such proceeding to the insurers be conducted in accordance with the procedures set forth commercial arbitration rules then in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf effect of the IndemniteeAmerican Arbitration Association before a panel of three arbitrators, all amounts payable as a result one of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company whom shall be obligated to advance the expenses for any proceeding against the Indemnitee, selected by the Company, if appropriate, the second of whom shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel selected by the Indemnitee and the retention third of whom shall be selected by the other two arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Mountain View, California. Each arbitrator selected as provided hereto is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such counsel service, were quoted in the Nasdaq National Market System or listed on the New York Stock Exchange. It is expressly understood and agreed by the Companyparties that a party may compel arbitration pursuant to this Section 8(c) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (d) The provisions of Section 8(c) hereof shall not apply if, and to the extent that, they may be inconsistent with an undertaking given by the Company (including an undertaking given after the date of this Agreement) to the Securities and Exchange Commission to submit to a court of competent jurisdiction the question whether indemnification for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), by the Company is against public policy as expressed in the Securities Act, and to be governed by the final adjudication of such issue. In such case, the determination by such court shall be deemed, for purposes of this Agreement, to be a determination pursuant to Section 8(c) hereof. (e) The Company will not be liable to shall reimburse the Indemnitee under this Agreement for any fees the expenses incurred in prosecuting or defending such arbitration unless the arbitrator finds that each of counsel subsequently incurred by the claims and/or defenses of the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel was frivolous or in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companybad faith.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses Expenses for any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceedingProceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceedingProceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses Expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereofthereof unless the Company already knows or constructively knows of the existence of such.. (b) Any indemnification requested by the Indemnitee shall be complied with by the Company not later than ten (10) days after receipt of written request of the Indemnitee or his counsel. Indemnification shall not be refused and the Company shall thereafter immediately pay the request for indemnity (so long as the same is supported by copies of legal and other expense documentation or by written request of counsel for advances), unless final judgement (including any appeals) has been rendered against the Indemnitee and the Indemnitee has been found at fault for fraud or criminal misconduct, but that in the event that the Indemnitee has only been found partially at fault for such conducts, the Indemnitee shall be paid for the aggregate of Expenses not already paid by the Company in proportion to that part in which the Indemnitee has been found not at fault. 7.2 If(c) The Indemnitee shall have the right, at the any time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, that the Company has D&O Insurance in effectnot done so, the Company shall give prompt notice to seek approval of the commencement of such proceeding appropriate court to validate or ratify the insurers in accordance with the procedures set forth in the respective policiesindemnity herein. The Company warrants that it shall thereafter take all necessary or desirable action make such application to cause such insurers to pay, on behalf the appropriate court immediately upon request of the Indemnitee, all amounts payable as a result Indemnitee and shall vigorously seek the approval of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Companycourt or, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved application is being made by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, an indemnified cost hereunder) the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the shall vigorously support such application. The Indemnitee shall have the right to employ his own select the counsel the Company employs to make the application and may require that the Company change counsel to another of the Indemnitee’s choosing should the Indemnitee not have confidence in the competence or intentions or vigour of the counsel. The Company warrants and agrees that it shall not refuse to seek court approval or shall not oppose the application of the Indemnitee in any manner whatsoever, except only in the event of a final judgement (including appeals) having been rendered finding the Indemnitee to have been at fault in such proceeding manner that the Indemnitee is not entitled to indemnity (i.e. - for fraud or criminal misconduct). The Company agrees and undertakes that should it oppose or refuse to seek court approval or to fulfill any obligation for indemnity that then it shall be subject to sanction, costs, and all direct and indirect damages occasioned by a knowledgeable trustee which has knowingly violated a trust and such violation shall be deemed in bad faith and malicious unless clear evidence of reasonable mistake in fact or law shall be shown and the onus thereof shall be the Company’s. Moreover, it shall not be sufficient for such purpose that the Company shall rely upon legal opinion unless such legal opinion shall be patently reasonable and it must be clear that such counsel has been given all pertinent fact and the same has arrived at his conclusion in a reasonably unbiased fashion and not employing sharp practise, a probable intent to arrive at such conclusion under instruction to find a contrary position, and not in contemplation of litigation and such counsel shall release such contrary opinion to the Indemnitee (and the Company hereby gives its permission) and the counsel’s statement shall advise that he will support and justify such opinion under oath and in proceedings of which he may be made a party. (d) In the event that the Company shall refuse, omit, or otherwise, passively or actively, resist indemnifying the Indemnitee's expense; (b) , then the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel may immediately seek an order requiring indemnity by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in shall be indemnified for all costs associates therewith. In the conduct of any event that such defense or (iii) is required, the Company shall notno longer thereafter have the right, and it forfeits the same as liquidated damages, to seek recovery of any Expense amounts paid to or for the Indemnitee, regardless of whether final judgements are thereafter rendered against the Indemnitee in such manner that indemnity would not otherwise have been available. (e) In the event that the Company, in factthe opinion of the Indemnitee or its counsel, have employed counsel shall not be, or appear not to assume the defense be, adequately or vigorously performing its obligations of such proceeding, this Agreement then the fees Indemnitee may, at his own sole discretion and expenses of with notice to the Indemnitee's counsel shall Company, immediately take over all matters to be at performed by the expense Company, perform the same in the name of the Company, dismiss any Company counsel conducting any matter hereunder, the Company shall absolutely resile and withdraw to the extent required by the Indemnitee, and the Indemnitee shall be indemnified for all such and shall receive reasonable compensation for his time and costs.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee’s indemnification hereunder, ​ except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof. 7.2 If(b) Subject to Section 8(c), any indemnification requested by the Indemnitee under Section 3 and/or 4 hereof shall be made no later than forty five (45) days after receipt of the written request of Indemnitee unless a good faith determination is made within said forty five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceedings, or (ii) in the event such quorum is not obtainable, at the time election of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriateeither by independent legal counsel in a written opinion or by a panel of arbitrators, shall be entitled to assume the defense one of such proceeding, with counsel approved whom is selected by the Indemnitee (which approval shall not be unreasonably withheld)Company, upon the delivery to the Indemnitee another of written notice of its election to do so. After delivery of such notice, approval of such counsel whom is selected by the Indemnitee and the retention last of such counsel whom is selected by the Companyfirst two arbitrators so selected, the Company will not be liable to that the Indemnitee has or has not met the relevant standard for indemnification set forth in Section 3 and 4 hereof. (c) Notwithstanding a determination under this Agreement for any fees of counsel subsequently incurred by Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to the same any specific proceeding, provided that: (a) the Indemnitee shall have the right to employ his own apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel or the panel or arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (d) The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel was frivolous or in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companybad faith.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee reasonably believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, then the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be is obligated to advance the expenses for pay any proceeding Expenses of any Proceeding against the Indemnitee, then the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided PROVIDED that: (ai) the Indemnitee shall have the right to employ his own the Indemnitee's counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. (d) The Indemnitee may elect to have the right to indemnification or reimbursement or advancement of Expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of Expenses is sought. Such election shall be made, by a notice in writing to the Company, at the time indemnification or reimbursement or advancement of Expenses is sought; PROVIDED, HOWEVER, that if no such notice is given, and if the General Corporation Law of Delaware is amended, or other Delaware law is enacted, to permit further indemnification of the directors or officers, then the directors and officers of the Company shall be indemnified to the fullest extent permitted under the General Corporation Law, as so amended, or by such other Delaware law, as so enacted. Any repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director or officer of the Company existing at the time of such repeal or modification.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at provided the time of failure to provide such notification shall not diminish Indemnitee’s indemnification hereunder, except to the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, extent that the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable can demonstrate that it was actually prejudiced as a result of such proceeding in accordance with the terms of such D&O Insurance policiesthereof. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, (b) The Indemnitee shall be entitled to assume indemnification under Section 3 and/or 4 hereof and to receive payment from the defense Company in accordance with this Agreement no later than forty-five (45) days after receipt by the Company of the written request of Indemnitee for such indemnification unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of directors who are not parties to such proceedings (even though less than a quorum), (ii) by a committee of such proceedingdirectors designated by majority vote of such directors, with even though less than quorum, (iii) if there are no such directors, or of such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders of the Company, that the Indemnitee has not met the relevant standard for indemnification set forth in Section 3 and 4 hereof. Any independent legal counsel shall be selected by the Company and approved by the Indemnitee agent. (which approval shall not be unreasonably withheld), upon the delivery to c) Notwithstanding a determination under Section 8(b) above that the Indemnitee of written notice of its election is not entitled to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee indemnification with respect to the same any specific proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel, that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (d) The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel were frivolous or in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companybad faith.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If(b) Any indemnification requested by the Indemnitee under Section 3 hereof shall be made no later than thirty (30) days after receipt of the written request of Indemnitee, unless a good faith determination is made within said thirty (30) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are disinterested in such proceedings, or (ii) in the event such a quorum is not obtainable, at the time election of the receipt of Company, either by independent legal counsel in a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding written opinion addressed to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary Indemnitee or desirable action to cause such insurers to payby a panel of arbitrators, on behalf one of whom is selected by the Indemnitee, all amounts payable as a result one of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel whom is selected by the Company, and the Company last of whom is selected by the first two arbitrators so selected, that the Indemnitee is not or (subject to final judgment or other final adjudication as provided in Section 10 (a) below) ultimately will not be liable entitled to indemnification hereunder. (c) The Company shall indemnify the Indemnitee under this Agreement for any fees of counsel subsequently against all expenses incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, hearing or proceeding under this Section 7 if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, prevails in such hearing or proceeding. (iid) the The Indemnitee shall have reasonably concluded that there may be a conflict of interest between indemnify the Company and the Indemnitee against all expenses incurred in the conduct of connection with any such defense hearing or (iii) proceeding under this Section 7 if the Company shall not, prevails in fact, have employed counsel to assume the defense of such hearing or proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company Indemnitors under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish the Indemnitee's indemnification hereunder, except to the extent that the Indemnitors can demonstrate that it was actually prejudiced as a result thereof. 7.2 If(b) Any indemnification requested by the Indemnitee under Sections 3 and/or 4 hereof shall be made no later than forty five (45) days after receipt of the written request of the Indemnitee unless a determination is made within said forty five (45) day period (i) by the Board of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to such proceedings, or (ii) in the event such quorum is not obtainable, at the time election of the receipt Indemnitors, either by independent legal counsel in a written opinion or by a panel of a notice arbitrators, one of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved whom is selected by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitors, upon the delivery to the Indemnitee another of written notice of its election to do so. After delivery of such notice, approval of such counsel whom is selected by the Indemnitee and the retention last of such counsel whom is selected by the Companyfirst two arbitrators so selected, the Company will not be liable to that the Indemnitee has or has not met the relevant standard for indemnification set forth in Sections 3 and 4 hereof. (c) Notwithstanding a determination under this Agreement for any fees of counsel subsequently incurred by Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to the same any specific proceeding, provided that: (a) the Indemnitee shall have the right to employ his own apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances are not appropriate shall be on the Indemnitors. Neither the failure of the Indemnitors (including the Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Indemnitors (including the Board of Directors or independent legal counsel or the panel or arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (d) The Indemnitors shall jointly and severally indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel was frivolous or in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companybad faith.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by a.) In order for the Indemnitee Corporation to indemnify Executive and for the Corporation to be fully informed at all times concerning its possible obligations to give indemnity to the Executive thereof under the provisions of notice of this Agreement, Nevada Law, or federal law and to permit the commencement of or the threat of commencement of any proceeding, the Indemnitee shallamounts thereof to be minimized, if the Indemnitee believes that Executive suffers or is threatened with or incurs any loss, damage, or expense for which it would be entitled to be indemnified, the Executive shall promptly give notice to the Corporation after obtaining knowledge of any claim. Notwithstanding the foregoing notice requirement, the right to indemnification with respect thereto may hereunder shall not be sought from affected by any failure of Executive to give such notice or any delay by Executive in giving such notice unless, and then only to the Company under this Agreementextent that, notify the Company rights and remedies of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable have been prejudiced as a result of the failure to give, or delay in giving such proceeding in accordance with notice. RETIREMENT AGREEMENT GXXXXXXX XXXXXXXX b.) The Corporation shall have the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled right to assume the defense of such proceeding, and to settle any claim asserted by a third party against the Executive with counsel approved reasonably acceptable to the Executive so long as the Corporation is diligently defending such claim. If Executive assumes the defense of a claim, the Executive shall bear the fees of any additional counsel retained by it to conduct its defense. The Corporation shall not settle any claim without the Indemnitee consent of the Executive (which approval consent shall not be unreasonably withheld, conditioned or delayed), upon unless such settlement requires no admission of liability on the delivery part of the Executive and no assumption of any obligation or monetary payment for which the Executive has not been fully indemnified. c.) Each party will cooperate with the other in resolving or attempting to resolve any claim and will permit the Indemnitee of written notice of its election other party access to do so. After delivery of all books and records which might be useful for such noticepurpose, approval of such counsel by during normal business hours and at the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to place where the same proceedingare normally kept, provided that: (a) the Indemnitee shall have the with full right to employ his own counsel in any such proceeding make copies thereof or extracts therefrom at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense cost of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companycopying party.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company has been prejudiced. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policiesD&O Insurance policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policiespolicy. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of the Indemnitee in connection with any proceeding against the Indemniteeproceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by subject to the Indemnitee (which reasonable approval shall not be unreasonably withheld)of the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other expenses subsequently incurred by the Indemnitee with respect to the same proceeding, ; provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the ’s expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded upon the advice of counsel that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of paid by the Company; and provided further that the Company shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one proceeding.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee Agent of notice of the commencement of or the threat of commencement of any action, suit or proceeding, the Indemnitee Agent shall, if the Indemnitee Agent believes that indemnification with respect thereto may be sought from the Company Corporation under this Agreement, notify the Company Corporation of the commencement or threat of commencement thereof; provided, however, that failure of Agent to provide such notice will not relieve the Corporation of its liability hereunder if the Corporation receives notice of such action, suit or proceeding from any other source. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a an action, suit or proceeding pursuant to Section 7.1 8(a) hereof, the Company Corporation has D&O Insurance in effect, the Company Corporation shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the IndemniteeAgent, all amounts payable as a result of such action, suit or proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company Corporation shall be obligated to advance pay the expenses for of any action, suit or proceeding against the IndemniteeAgent, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Agent, upon the delivery to the Indemnitee Agent of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee Agent and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to the Indemnitee Agent under this Agreement for any fees of counsel subsequently incurred by the Indemnitee Agent with respect to the same proceedingaction, suit or proceeding except for reasonable costs of investigation, provided that: that (ai) the Indemnitee Agent shall have the right to employ his own or her counsel in any such action, suit or proceeding at the Indemnitee's Agent’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee Agent has been previously authorized by the CompanyCorporation, (iiB) the Indemnitee Agent shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee Agent in the conduct of any such defense or (iiiC) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of the Indemnitee's Agent’s counsel shall be at the expense of the CompanyCorporation. (d) The Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent’s written consent, which may be given or withheld in Agent’s sole discretion.

Notice and Other Indemnification Procedures. 7.1 (a.) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any action, suit or proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof along with a description of the nature of and relevant facts underlying such threatened or commenced action, suit or proceeding, provided that the failure to provide such notification shall not diminish the Indemnitee’s indemnification hereunder except to the extent that the Company can demonstrate that it has actually been prejudiced as a result thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding (b.) In order to obtain indemnification pursuant to this Agreement (except with respect to Expenses advanced pursuant to Section 7.1 6 hereof), the Company has D&O Insurance in effect, Indemnitee shall submit to the Company shall give prompt notice a written request therefor, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final disposition of the commencement action, suit or proceeding. Any indemnification requested by the Indemnitee under Section 2 and/or Section 3 hereof shall be made no later than forty-five (45) days after receipt of such proceeding to written request of the insurers in accordance with Indemnitee unless a determination that the procedures Indemnitee has not met the relevant standard for indemnification set forth in Section 2 and Section 3 hereof is made within such forty-five (45) day period by (i) a majority of directors that are not parties to the respective policies. The Company shall thereafter take all necessary proceeding, even if less than a quorum (or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result committee of such proceeding in accordance with the terms directors designated by majority vote of such D&O Insurance policiesdirectors, even if less than a quorum), or (ii) if there are no such directors or such directors so direct, independent legal counsel in a written opinion; provided, however, that no such determination as to entitlement of Indemnitee to indemnification pursuant to this Section 7(b) shall be required to be made prior to the final disposition of any action, suit or proceeding. 7.3 In (c.) Notwithstanding a determination under Section 7(b) that the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be Indemnitee is not entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee indemnification with respect to the same any specific action, suit or proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in apply to any such proceeding at court of competent jurisdiction for the purpose of enforcing the Indemnitee's expense; ’s right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances of Expenses are not appropriate shall be on the Company. Neither the failure of the Company (bincluding its directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its directors or independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall have be a defense to the right to employ his own counsel action or create any presumption that the Indemnitee has or has not met the applicable standard of conduct. The Company shall indemnify the Indemnitee against all Expenses incurred in connection with any hearing or proceeding under this Section 7(c) so long as such proceeding, at the expense claims and/or defenses of the Company, if such counsel serves Indemnitee were made or asserted in a review, observer, advice good faith and counseling capacity and does were not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companyfrivolous.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at (b) Any indemnification requested by the time Indemnitee under Section 3 and/or 4 of this Agreement shall be made no later than 60 days after receipt of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf written request of the Indemnitee, all amounts payable as unless a result determination is made within said 60 day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of Directors who are not parties to such proceeding Proceedings, or (ii) in accordance with the terms of such D&O Insurance policies. 7.3 In the event such a quorum is not obtainable, at the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, election of the Company, if appropriateeither by independent legal counsel in a written opinion or by a panel of arbitrators, shall be entitled to assume the defense one of such proceeding, with counsel approved whom is selected by the Indemnitee (which approval shall not be unreasonably withheld)Company, upon the delivery to the Indemnitee another of written notice of its election to do so. After delivery of such notice, approval of such counsel whom is selected by the Indemnitee and the retention last of such counsel whom is selected by the Companyfirst two arbitrators so selected, that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3 and 4 of this Agreement. In the event the Indemnitee is determined not entitled to indemnification, the Company will not shall give, or cause to be liable to given to, the Indemnitee written notice thereof specifying the reason therefor, including any determination of fact or conclusion of law relied upon in reaching such determination. (c) Notwithstanding a determination under this Agreement for any fees of counsel subsequently incurred by Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to the same proceedingany specific Proceeding, provided that: (a) the Indemnitee shall have the right to employ his own apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee’s right to indemnification pursuant to this Agreement. Neither the failure of the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. In any such proceeding at proceeding, the Company will bear the burden of proof in showing that the Indemnitee's expense; (b) ’s conduct did not meet the applicable standard of conduct provided for by this agreement, and accordingly the Indemnitee shall be deemed to have the a prima facie right to employ his own counsel indemnification under this agreement unless the Company can prove to the court’s satisfaction that the Indemnitee’s conduct did not meet the applicable standard of conduct provided for by this agreement or applicable law for indemnification. (d) In the absence of fraud, willful default or dishonesty on the part of the Indemnitee, the Company shall indemnify the Indemnitee against all Expenses incurred in connection with any such proceeding, at the expense hearing or Proceeding under this Section 8 unless a court of competent jurisdiction finds that each of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense claims and/or defenses of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense Proceeding was frivolous or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companybad faith.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.subsequently

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of of, or the threat of commencement of of, any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 hereof7(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event (c) If the Company shall be obligated to advance pay the expenses for Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of the Company. (d) The Company shall not be entitled to assume the defense of any action, suit or Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have reached the conclusion provided for in Section 7(c)(ii)(B).

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingproceeding or his or her potential involvement as a participant (be it as a party or otherwise), the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 a. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereofof any proceeding. 7.2 b. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 c. In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which such approval shall not to be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) proceeding but the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) . If the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in Company has assumed the defense of such proceeding; any proceeding and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded concludes at any time thereafter that there may might be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iii) if the Company shall not, in fact, have continuously employed counsel to assume the defense of such proceeding, then the Indemnitee shall have the right to retain his own counsel and the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after (i) determining that a reasonable basis exists to believe a proceeding may be commenced by a person other than such Indemnitee or (ii) receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of thereof. The failure to notify or promptly notify the commencement or threat of commencement thereofCompany shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof5(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policiesD&O Insurance policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policiespolicy. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of the Indemnitee in connection with any proceeding against the Indemniteeor potential proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding or potential proceeding, with counsel approved by the Indemnitee (which approval shall not unreasonably be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other expenses subsequently incurred by the Indemnitee with respect to the same proceeding or potential proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding or potential proceeding at the Indemnitee's ’s expense; , and (bii) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense fees and expenses of the Company, Indemnitee’s counsel shall be paid by the Company if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in to the defense of such proceeding; and extent that (c) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee or between the Indemnitee and other individuals indemnified by the Company in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume assure the defense of such proceeding or potential proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee reasonably believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 hereof, 7(a) the Company has D&O Insurance in effect, then the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event (c) If the Company shall be is obligated to advance the expenses for pay any proceeding Expenses of any Proceeding against the Indemnitee, then the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided PROVIDED that: (ai) the Indemnitee shall have the right to employ his own the Indemnitee’s counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company. (d) The Indemnitee may elect to have the right to indemnification or reimbursement or advancement of Expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of Expenses is sought. Such election shall be made by a notice in writing to the Company at the time indemnification or reimbursement or advancement of Expenses is sought; PROVIDED, HOWEVER, that if no such notice is given, and if the General Corporation Law of Delaware is amended, or other Delaware law is enacted, to permit further indemnification of the directors or officers, then the directors and officers of the Company shall be indemnified to the fullest extent permitted under the General Corporation Law, as so amended, or by such other Delaware law, as so enacted. Any repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director or officer of the Company existing at the time of such repeal or modification.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) Any indemnification or advancement of Expenses under this Agreement shall be made promptly, and in any event within thirty (30) days, upon the written request of the Indemnitee. If a determination by the Corporation that the Indemnitee is entitled to indemnification is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancement of expenses, in whole or in part, or if tender of such request is not made within thirty (30) days (or twenty (20) days in the case of a claim for advancement of expenses), the right to indemnification or advancement of expenses as granted by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such Indemnitee’s Expenses incurred in connection with successfully establishing the right to indemnification, in whole or in part, in any such action or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the Indemnitee has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the Indemnitee for the amount claimed, but the burden of such defense shall be on the Corporation. (d) In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise, shall be on the Corporation. (e) In the event the Company shall be obligated to advance the expenses Expenses for any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee reasonably believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 hereof, 7(a) the Company has D&O Insurance in effect, then the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event (c) If the Company shall be is obligated to advance the expenses for pay any proceeding Expenses of any Proceeding against the Indemnitee, then the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided PROVIDED that: (ai) the Indemnitee shall have the right to employ his own the Indemnitee's counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. (d) The Indemnitee may elect to have the right to indemnification or reimbursement or advancement of Expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of Expenses is sought. Such election shall be made by a notice in writing to the Company at the time indemnification or reimbursement or advancement of Expenses is sought; PROVIDED, HOWEVER, that if no such notice is given, and if the General Corporation Law of Delaware is amended, or other Delaware law is enacted, to permit further indemnification of the directors or officers, then the directors and officers of the Company shall be indemnified to the fullest extent permitted under the General Corporation Law, as so amended, or by such other Delaware law, as so enacted. Any repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director or officer of the Company existing at the time of such repeal or modification.

Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee or any other party eligible of being indemnified by the Company in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, (b) If at the time of the receipt of a notice pursuant to Section 7(a) hereof of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own or her counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of of, or the threat of commencement of of, any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 6(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event (c) If the Company shall be obligated to advance pay the expenses for Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance or other applicable insurance coverage in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own Indemnitee's counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company has been prejudiced. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policiesD&O Insurance policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policiespolicy. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of the Indemnitee in connection with any proceeding against the Indemniteeproceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other expenses subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of paid by the Company; and provided further that the Company shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one proceeding.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee reasonably believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding Proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, then the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be is obligated to advance pay the expenses for of any proceeding Proceeding against the Indemnitee, then the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided PROVIDED that: (ai) the Indemnitee shall have the right to employ his own the Indemnitee's counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 Promptly (a) Within thirty (30) days after receipt by the Indemnitee of receives notice of the commencement a Proceeding, as to which indemnification, or advancement of or the threat of commencement of any proceedingExpenses, may pertain, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify give notice to the Company of such Proceeding; provided, however, that failure of the commencement Indemnitee to give such notice during such thirty (30) day period shall not alter, limit or threat of commencement thereofeliminate the Indemnitee’s right to indemnification under this Agreement with respect to such Proceeding. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the (b) The Company shall give prompt notice of notice, that the commencement Company has received, of such proceeding Proceeding to the insurers of the D&O Insurance or the “tail” insurance described in Section 2(b) in accordance with the procedures set forth in the respective applicable insurance policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policy or policies. 7.3 (c) In the event the Company shall be obligated under this Agreement to advance Expenses to the expenses for Indemnitee with respect to any proceeding against the IndemniteeProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery notice being given to the Indemnitee of written notice of its election so to do sodo. After delivery of such noticenotice has been given, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, except as provided in Section 6(d), the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the such Proceeding. The Indemnitee shall have the right to employ his own the Indemnitee’s separate counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; . (bd) In the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if event that: (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in with respect to the conduct defense of any such defense or Proceeding; (iiiii) the Company shall not, in fact, not have employed engaged counsel to assume the defense of such proceedingProceeding within a reasonable time after the Company has notice of such Proceeding; or (iii) the Company, then having assumed the defense of such Proceeding, does not vigorously defend such Proceeding; the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of paid by the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company has been prejudiced. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.procedures 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of the Indemnitee in connection with any proceeding against the Indemniteeproceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other expenses subsequently incurred by the Indemnitee with respect to the same proceeding, ; provided that: that (ai) the Indemnitee shall have the right to employ his his/her own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of paid by the Company; and provided further that the Company shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one proceeding.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement commencement, of or the threat of commencement of of, any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement commencement, or threat of commencement commencement, thereof, provided that any failure to so notify shall not relieve the Company from any liability it may have to Indemnitee hereunder except to the extent the Company is materially prejudiced thereby. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld)reasonably satisfactory to Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding; provided, provided that: however, that (ai) the Indemnitee shall have the right to employ his own separate counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iiiC) the Company shall not, in fact, have employed counsel within a reasonable period of time to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's separate counsel shall be at the expense of the Company.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that the indemnification with respect thereto properly may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify or promptly notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee otherwise than under this Agreement, and shall relieve the Company from liability hereunder only to the extent the Company actually and materially has been prejudiced. 7.2 (b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof6(a), the Company has directors’ and officers’ liability insurance (“D&O Insurance Insurance”) in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurer or insurers in accordance with the procedures set forth in the respective D&O Insurance policy or policies. The Company thereafter shall thereafter take all necessary or desirable action to cause such insurer or insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policy or policies. 7.3 (c) In the event the Company shall be obligated to advance pay the expenses for Expenses of the Indemnitee in connection with any proceeding against the IndemniteeProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by subject to the Indemnitee (which reasonable approval shall not be unreasonably withheld)of the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel or other Expenses subsequently incurred by the Indemnitee with respect to the same proceeding, Proceeding; provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the ’s expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee previously has been previously authorized by the Company, or (iiB) the Indemnitee shall have reasonably concluded upon the advice of counsel that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or the Indemnitee reasonably believes it is in his best interests to retain separate counsel, or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the Expenses, including the fees and expenses of the Indemnitee's counsel ’s counsel, shall be at the expense of paid by the Company. (d) All payments of Expenses and other amounts by the Company to the Indemnitee pursuant to this Agreement shall be made as soon as practicable after a written demand therefor by the Indemnitee is presented to the Company, but in no event later than (i) twenty (20) days after such demand is presented or (ii) such later date as may be permitted for the determination of entitlement to indemnification pursuant to Section 7, if applicable; provided, however, that the advancement of Expenses shall be made within the time provided in Section 4.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company and Indemnitee wishes to seek such indemnification, submit to the Board of Directors a written statement requesting indemnification (the “Indemnification Statement”), averring that he has met the applicable standard of conduct set forth in Section 3(a). Failure to submit an Indemnification Statement shall not prevent Indemnitee from claiming indemnification under this Agreement, notify unless such failure irreparably impairs the Company’s ability to defend Indemnitee in the Proceeding. (b) Submission of the Indemnification Statement to the Board of Directors shall create a rebuttable presumption that Indemnitee is entitled to indemnification under this Agreement. If the determination as to whether indemnification is permissible is to be made by the Disinterested Directors or by special legal counsel, the Disinterested Directors and special legal counsel as the case may be, shall within 60 days after submission of the Indemnification Statement specifically determine that Indemnitee is so entitled, unless it or they make a determination that the Indemnification Statement is with respect to a matter as to which indemnification is not permissible under Section 3(a) (any such matter, an “Excluded Claim”). If the determination as to whether indemnification is permissible is to be made by the shareholders, the shareholders shall within 120 days after submission of the Indemnification Statement specifically determine that Indemnitee is so entitled, unless it or they make a determination that the Indemnification Statement is with respect to an Excluded Claim. If the Disinterested Directors or special legal counsel shall have failed to make such determination within 60 days after receipt by the Company of such request, or the commencement shareholders have failed to make such determination within 120 days, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification, or threat of commencement thereofunless and until a court shall have determined that such liability relates to an Excluded Claim. 7.2 (c) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereofan Indemnification Statement, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding any Proceeding to the insurers in accordance with the procedures set forth in the respective D&O Insurance policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such D&O Insurance policies. 7.3 (d) In the event the Company shall be obligated to advance indemnify or pay the expenses for Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), Proceeding upon the delivery to the Indemnitee of written notice of its election so to do sodo, with counsel selected by the Company and approved by Indemnitee, which consent shall not be unreasonably withheld. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that: that (ai) the Indemnitee shall have the right to employ his own counsel in any such proceeding Proceeding at the Indemnitee's ’s expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (cii) if (iA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iiiC) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company. Subject to Section 3(e), Indemnitee shall cooperate with all reasonable requests of the Company (at the Company’s expense) in defending or settling a claim.

Notice and Other Indemnification Procedures. 7.1 (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee's indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof. 7.2 If(b) Any indemnification requested by the Indemnitee under Section 3 and/or 4 hereof shall be made no later than forty five (45) days after receipt of the written request of Indemnitee unless a determination is made within said forty five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum. thereof consisting of directors who are not parties to such proceedings, or (ii) in the event such quorum is not obtainable, at the time election of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriateeither by independent legal counsel in a written opinion or by a panel of arbitrators, shall be entitled to assume the defense one of such proceeding, with counsel approved whom is selected by the Indemnitee (which approval shall not be unreasonably withheld)Company, upon the delivery to the Indemnitee another of written notice of its election to do so. After delivery of such notice, approval of such counsel whom is selected by the Indemnitee and the retention last of such counsel whom is selected by the Companyfirst two arbitrators so selected, the Company will not be liable to that the Indemnitee has or has not met the relevant standard for indemnification set forth in Section 3 and 4 hereof. (c) Notwithstanding a determination under this Agreement for any fees of counsel subsequently incurred by Section 8(b) above that the Indemnitee is not entitled to indemnification with respect to the same any specific proceeding, provided that: (a) the Indemnitee shall have the right to employ his own apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Agreement. The burden of proving that the indemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel or the panel or arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has not met the applicable standard of conduct. (d) The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 unless a court of competent jurisdiction finds that each of the claims and/or defenses of the Indemnitee in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel was frivolous or in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Companybad faith.