Common use of Officers' and Directors' Insurance; Indemnification Clause in Contracts

Officers' and Directors' Insurance; Indemnification. Parent agrees --------------------------------------------------- that for the entire period from the Effective Time, until at least six years after the Effective Time, (i) Parent will cause the Surviving Corporation to maintain without any reduction in scope or coverage the indemnification provisions for present and former officers and directors of the Company and the Subsidiaries contained in the Company's or any of the Subsidiary's Certificate of Incorporation in effect on the date hereof (and Parent acknowledges that the Company's certificate of incorporation requires, to the fullest extent permitted by Section 145 of the DGCL, that the Company indemnify any and all persons whom it shall have the power to indemnify under said section and, as provided in said section, requires that the Company advance expenses incurred upon receipt of an undertaking required by said section); and (ii) Parent will cause the Surviving Corporation to maintain in effect the current policies of directors' and officers' liability insurance maintained by the Company or any of the Subsidiaries with respect to matters occurring prior to, and including, the Effective Time, provided that the Surviving Corporation may substitute therefor policies of at least the same coverage for the same acts or occurrences in the same period containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution, and provided, further, that, in no event shall Parent or the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance which the Company represents to be $430,000 for 1995. In the event Parent and the Surviving Corporation cannot maintain policies for such coverage for such annual premium amount, Parent and the Surviving Corporation shall maintain as much coverage as is available for such amount. Parent shall cause the Surviving Corporation to provide coverage under the directors' and officers' liability insurance policy maintained by Parent to directors and officers of the Company and its Subsidiaries to the same extent as provided to directors and officers of other operating companies of Parent with respect to matters occurring after the Effective Time.

Officers' and Directors' Insurance; Indemnification. Parent agrees --------------------------------------------------- that for the entire period from the Effective Time, until at least six years after the Effective Time, (i) Parent The Purchaser will cause the Surviving Corporation to (i) purchase and maintain without any reduction in scope or coverage a directors' and officers' insurance and indemnification policy substantially equivalent to the indemnification provisions Company's current policy for present and former all current officers and directors of the Company and the Subsidiaries contained in the Company's or any of the Subsidiary's Certificate of Incorporation in effect on the date hereof (of this Merger Agreement to cover acts and Parent acknowledges that the Company's certificate omissions of incorporation requires, to the fullest extent permitted by Section 145 of the DGCL, that the Company indemnify any and all persons whom it shall have the power to indemnify under said section and, as provided in said section, requires that the Company advance expenses incurred upon receipt of an undertaking required by said section); and (ii) Parent will cause the Surviving Corporation to maintain in effect the current policies of directors' and officers' liability insurance maintained by the Company or any of the Subsidiaries with respect to matters occurring prior to, and including, the Effective Time, provided that the Surviving Corporation may substitute therefor policies of at least the same coverage for the same acts or occurrences in the same period containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution, and provided, further, that, in no event shall Parent or the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance which the Company represents to be $430,000 for 1995. In the event Parent and the Surviving Corporation cannot maintain policies for such coverage for such annual premium amount, Parent and the Surviving Corporation shall maintain as much coverage as is available for such amount. Parent shall cause the Surviving Corporation to provide coverage under the directors' and officers' liability insurance policy maintained by Parent to directors and officers of the Company and its Subsidiaries occurring prior to the same extent Effective Time for six years after the Effective Time (or for such lesser period as provided can be purchased for a premium not exceeding 200% of the last annual premium paid by the Company for directors' and officers' insurance), (ii) assume and continue to be bound by the Indemnification Agreements currently in effect between the Company and each of the directors and certain executive officers of other operating companies the Company as set forth in the Disclosure Letter, and (iii) maintain in effect the current provisions of Parent the Articles of Incorporation of the Company (which shall be contained in the Articles of Incorporation of Merger Sub and the Surviving Corporation) relating to the rights to indemnification of officers and directors with respect to matters indemnification for acts and omissions occurring after prior to the Effective Time.. The Purchaser will indemnify each director and officer who surrenders options for cancellation pursuant to Section 6.3 above against any costs of defense arising from claims made against such officer or director under Section 16(b) of the Exchange Act alleging liability to the Company thereunder as a result of the transactions contemplated by this Merger Agreement. The Purchaser will not, and will cause the Surviving Corporation not to, bring any action alleging liability to the Company under Section 16(b) of the Exchange Act as a result of the transactions contemplated by this Merger Agreement against any director and officer of the Company who surrenders options for cancellation pursuant to Section 6.3. 6.9

Officers' and Directors' Insurance; Indemnification. Parent agrees --------------------------------------------------- that for the entire period (a) For three years from the Effective Time, until at least six years and after the Effective Time, the Buyer shall maintain officers' and directors' liability insurance (ithe "D&O Insurance") Parent covering the individuals who are presently covered by the current officers' and directors' liability insurance polices of the Company and its Subsidiaries with respect to actions, omissions, events, matters or circumstances occurring at or prior to the Effective Time, on terms which are at least as favorable as the terms of said current policies; provided however, in lieu thereof, Buyer may obtain, or request the Company to obtain at the expense of (and which will cause be paid for by) the Surviving Corporation Buyer, in either case prior to maintain without any reduction in scope or the Closing, three year tail coverage under the indemnification provisions for present existing policies of the Company and former its Subsidiaries; and provided, further, that officers and directors of the Company and the its Subsidiaries contained in the Company's or any of the Subsidiary's Certificate of Incorporation in effect on the date hereof (may be required to make application and Parent acknowledges that the Company's certificate of incorporation requires, provide customary representations and warranties to the fullest extent permitted by Section 145 of the DGCL, that the Company indemnify any and all persons whom it shall have the power to indemnify under said section and, as provided in said section, requires that the Company advance expenses incurred upon receipt of an undertaking required by said section); and (ii) Parent will cause the Surviving Corporation to maintain in effect the current policies of directors' and officers' liability Buyer's insurance maintained by the Company or any of the Subsidiaries with respect to matters occurring prior to, and including, the Effective Time, provided that the Surviving Corporation may substitute therefor policies of at least the same coverage carrier for the same acts or occurrences in purpose of obtaining such insurance. Notwithstanding anything to the same period containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution, and provided, further, thatcontrary contained herein, in no event shall Parent or the Surviving Corporation Buyer be required to expend in any one year pay an amount annual premium for the D&O Insurance in excess of 150% of the last annual premiums currently premium paid by the Company for prior to the date hereof, but in such insurance which the Company represents to be $430,000 for 1995. In the event Parent and the Surviving Corporation cannot maintain policies for such coverage for such annual premium amount, Parent and the Surviving Corporation case shall maintain purchase as much coverage as is available possible for such that amount. Parent (b) For a period of six years from and after the Effective Time, the Buyer shall cause indemnify the Surviving Corporation to provide coverage under the directors' past and present officers' liability insurance policy maintained by Parent to , directors and officers employees of the Company and its Subsidiaries to the same extent as currently provided in the charter or incorporation documents and bylaws of the Company and its Subsidiaries for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing at or prior to directors the Effective Time, including the transactions contemplated by this Agreement. 39 Next Page (c) In connection with the indemnification provided pursuant to Section 6.12(b), the Buyer (i) will advance expenses, promptly after statements therefor are received, to each such indemnified individual to the fullest extent permitted by law, including the payment of the fees and officers expenses of other operating companies of Parent one counsel with respect to matters occurring after a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified individual or multiple indemnified persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to the Buyer and (ii) will cooperate in the defense of any such matter. (d) Any determination required to be made with respect to whether an indemnified individual's conduct complies with the standards for or prerequisites to indemnification under Section 6.12(b) shall be made by independent counsel selected by the Buyer (which shall not be counsel that provides any services to the Buyer or any of its subsidiaries) and reasonably acceptable to the indemnified individual, and the Buyer shall pay such counsel's fees and expenses. (e) This Section 6.12 shall survive the Effective Time., is intended to benefit each indemnified individual (each of whom shall be entitled to enforce this Section against the Buyer), and shall be binding on all successors and assigns of the Buyer. (f) In the event the Buyer or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons, then, and in each such case, proper provision shall be made so that the successors and assigns of the Buyer assume the obligations set forth in this Section 6.12. (g) The Buyer shall pay all expenses (including attorneys' fees) that may be reasonably incurred by any indemnified individual in enforcing the indemnity and other obligations provided for in this Section 6.12 if the indemnified individual is successful in whole or any material part or if any dispute relating thereto is settled or compromised. Section 6.13