Common use of Potential Change in Control Clause in Contracts

Potential Change in Control. 10.1 In the event of a Potential Change in Control (as hereinafter defined), the Company shall, upon written request by Indemnitee, create a trust (the "Trust") for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Proceeding for which Indemnitee may be entitled to indemnification under this Agreement, and any and all Liability for which Indemnitee is entitled to indemnification hereunder from time to time actually paid, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligations shall be determined in accordance with the provisions of the Act with regard to determination and authorization of indemnification. 10.2 The terms of the Trust shall provide that upon a Change in Control: 10.2.1 The Trust shall not be revoked or the principal thereof invaded without the prior written consent of Indemnitee; 10.2.2 The trustee of the Trust (the "Trustee") shall advance, within two (2) business days of a written request by Indemnitee in accordance with the requirements of Section 4, any and all Expenses to Indemnitee, and Indemnitee hereby agrees to reimburse the Trust under the circumstances under which Indemnitee would be required to reimburse the Company pursuant to the Act and Section 4; 10.2.3 The Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; 10.2.4 The Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and 10.2.5 All unexpended funds in the Trust shall revert to the Company upon a final determination by the special counsel established in accordance with Section 9 or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. 10.3 The Trustee shall be selected by Indemnitee with the consent of the Company, which consent shall not be unreasonably withheld, and all reasonable expenses, fees and other disbursements of the Trustee in connection with the establishment and administration of the Trust shall be paid by the Company. 10.4 Nothing in this Section 10 shall relieve the Company of any of its obligations under this Agreement.

Potential Change in Control. 10.1 10.1. In the event of a Potential Change in Control (as hereinafter defined), the Company shall, upon written request by Indemnitee, create a trust (the "Trust") for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Proceeding for which Indemnitee may be entitled to indemnification under this Agreement, and any and all Liability for which Indemnitee is entitled to indemnification hereunder from time to time actually paid, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligations shall be determined in accordance with the provisions of the Act with regard to determination and authorization of indemnification. 10.2 10.2. The terms of the Trust shall provide that upon a Change in Control: 10.2.1 10.2.1. The Trust shall not be revoked or the principal thereof invaded without the prior written consent of Indemnitee; 10.2.2 10.2.2. The trustee of the Trust (the "Trustee") shall advance, within two (2) business days of a written request by Indemnitee in accordance with the requirements of Section 4, any and all Expenses to Indemnitee, and Indemnitee hereby agrees to reimburse the Trust under the circumstances under which Indemnitee would be required to reimburse the Company pursuant to the Act and Section 4; 10.2.3 10.2.3. The Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; 10.2.4 10.2.4. The Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and 10.2.5 10.2.5. All unexpended funds in the Trust shall revert to the Company upon a final determination by the special counsel established in accordance with Section 9 or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. 10.3 10.3. The Trustee shall be selected by Indemnitee with the consent of the Company, which consent shall not be unreasonably withheld, and all reasonable expenses, fees and other disbursements of the Trustee in connection with the establishment and administration of the Trust shall be paid by the Company. 10.4 10.4. Nothing in this Section 10 shall relieve the Company of any of its obligations under this Agreement.

Potential Change in Control. 10.1 In the event of a Potential Change in Control (as hereinafter defined)Control, the Company shall, upon written request by Indemnitee, create a trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Proceeding for which Indemnitee may be entitled relating to indemnification under this Agreementan Indemnifiable Event, and any and all Liability for which Indemnitee is entitled judgments, fines, losses, penalties and settlement amounts arising from any and all Proceedings relating to indemnification hereunder an Indemnifiable Event from time to time actually paidpaid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligations obligation shall be determined in accordance with by the provisions of the Act with regard to determination and authorization of indemnification. 10.2 Reviewing Party. The terms of the Trust trust shall provide that upon a Change in Control: 10.2.1 The Trust Control (i) the trust shall not be revoked or the principal thereof invaded invaded, without the prior written consent of the Indemnitee; 10.2.2 The , (ii) the trustee of the Trust (the "Trustee") shall advance, within two (2) thirty business days of a written request by Indemnitee in accordance with the requirements of Section 4Indemnitee, any and all Expenses to Indemnitee, the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the circumstances under which the Indemnitee would be required to reimburse the Company pursuant to under Section 1(b) of this Agreement), (iii) the Act and Section 4; 10.2.3 The Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; 10.2.4 The Trustee , (iv) the trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and 10.2.5 All , and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the special counsel established in accordance with Section 9 Reviewing Party or a final judicial determination by a court of competent jurisdictionjurisdiction (as to which all rights of appeal therefrom have been exhausted or lapsed), as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. 10.3 . The Trustee trustee shall be selected by Indemnitee with the consent of the Company, which consent shall not be unreasonably withheld, and all reasonable expenses, fees and other disbursements of the Trustee in connection with the establishment and administration of the Trust shall be paid chosen by the Company. 10.4 Indemnitee. Nothing in this Section 10 3 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the trust shall be reported as income by the Company for federal, state, local and foreign tax purposes.

Potential Change in Control. 10.1 1. In the event of a Potential Change in Control (as hereinafter defined), the Company shall, upon written request by Indemnitee, create a trust (the "Trust") for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Proceeding for which Indemnitee may be entitled to indemnification under this Agreement, and any and all Liability for which Indemnitee is entitled to indemnification hereunder from time to time actually paid, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligations shall be determined in accordance with the provisions of the Act with regard to determination and authorization of indemnification. 10.2 2. The terms of the Trust shall provide that upon a Change in Control: 10.2.1 a. The Trust shall not be revoked or the principal thereof invaded without the prior written consent of Indemnitee; 10.2.2 b. The trustee of the Trust (the "Trustee") shall advance, within two (2) business days of a written request by Indemnitee in accordance with the requirements of Section 4, any and all Expenses to Indemnitee, and Indemnitee hereby agrees to reimburse the Trust under the circumstances under which Indemnitee would be required to reimburse the Company pursuant to the Act and Section 4; 10.2.3 c. The Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; 10.2.4 d. The Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and 10.2.5 e. All unexpended funds in the Trust shall revert to the Company upon a final determination by the special counsel established in accordance with Section 9 or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. 10.3 3. The Trustee shall be selected by Indemnitee with the consent of the Company, which consent shall not be unreasonably withheld, and all reasonable expenses, fees and other disbursements of the Trustee in connection with the establishment and administration of the Trust shall be paid by the Company. 10.4 4. Nothing in this Section 10 shall relieve the Company of any of its obligations under this Agreement. 5. A "Potential Change in Control" shall be deemed to have occurred if: (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person, including the Company, publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control; (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, who is or becomes the beneficial owner, directly or indirectly, of stock of the Company representing nine and one-half percent (9.5%) or more of the combined voting power of the Company's then outstanding Voting Stock, increases his or her beneficial ownership of such stock by five (5) percentage points or more over the percentage so owned by such person; or (iv) the board of directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

Potential Change in Control. 10.1 In the event of a Potential Change in Control (as hereinafter defined)which has not ceased to exist, the Company shall, upon written request by Indemnitee, create a trust (the "Trust") for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and for, responding to, defending or participating in the defense of or response to any Proceeding for which Indemnitee may be entitled Claim relating to indemnification under this Agreementan Indemnifiable Event, and any and all Liability for which Indemnitee is entitled judgments, fines, penalties and settlement amounts of any and all Claims relating to indemnification hereunder an Indemnifiable Event from time to time actually paidpaid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust trust pursuant to the foregoing funding obligations obligation shall be determined by the Reviewing Party, in accordance with any case in which the provisions of the Act with regard independent legal counsel referred to determination and authorization of indemnification. 10.2 above is involved. The terms of the Trust trust shall provide that upon a Change in Control: 10.2.1 The Trust Control (i) the trust shall not be revoked or the principal thereof invaded invaded, without the express prior written consent of Indemnitee; 10.2.2 The , (ii) the trustee of the Trust (the "Trustee") shall advance, within two (2) business four days of a written request by Indemnitee in accordance with the requirements of Section 4Indemnitee, any and all Expenses to Indemnitee, Indemnitee (and Indemnitee hereby agrees to reimburse the Trust trust under the circumstances under which Indemnitee would be required to reimburse the Company pursuant to under Section 3 of this Agreement), (iii) the Act and Section 4; 10.2.3 The Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; 10.2.4 The Trustee , (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and 10.2.5 All , and (v) all unexpended funds in the Trust such trust shall revert to the Company upon a final determination by the special counsel established in accordance with Section 9 Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. 10.3 . The Trustee trustee shall be selected by Indemnitee with a bank organized under the consent laws of the Company, which consent shall not be unreasonably withheld, United States of America or of any state and all reasonable expenses, fees having a combined capital surplus of at least $50,000,000 and other disbursements of the Trustee in connection with the establishment and administration of the Trust shall be paid chosen by the Company. 10.4 Indemnitee. Nothing in this Section 10 6 shall relieve the Company of any of its obligations under this Agreement.

Potential Change in Control. 10.1 In Following the event occurrence of a any Potential Change in Control (as hereinafter defineddefined in Section 9(e)), the Company shallCompany, upon receipt of a written request by from Indemnitee, shall create a trust Trust (the "Trust") for the benefit of Indemnitee and from Indemnitee, the trustee of which shall be a bank or similar financial institution with trust powers chosen by Indemnitee. From time to time time, upon the written request of Indemnitee Indemnitee, the Company shall fund the Trust in an amount amounts sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Proceeding by Indemnitee for which Indemnitee indemnification may be entitled to indemnification available under this Agreement, and any and all Liability for which Indemnitee is entitled to indemnification hereunder from time to time actually paid, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligations obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement or, in accordance with the provisions of the Act with regard any event, a Change in Control has occurred, by Independent Legal Counsel (selected pursuant to determination and authorization of indemnification. 10.2 Section 1(b)(i)). The terms of the Trust shall provide that that, except upon a Change in Control: 10.2.1 The the prior written consent of Indemnitee and the Company, (a) the Trust shall not be revoked or the that principal thereof invaded without the prior written consent of Indemnitee; 10.2.2 The trustee invaded, other than to make payments to unsatisfied judgment creditors of the Trust Company, (b) the "Trustee") shall advance, within two (2) business days of a written request by Indemnitee in accordance with the requirements of Section 4, any and all Expenses to Indemnitee, and Indemnitee hereby agrees to reimburse the Trust under the circumstances under which Indemnitee would be required to reimburse the Company pursuant to the Act and Section 4; 10.2.3 The Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above; 10.2.4 The in this Section, (c) the Trustee shall promptly pay or advance to Indemnitee all any amounts for to which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and 10.2.5 All Agreement, and (d) all unexpended funds in the Trust shall revert to the Company upon a final determination by the special counsel established in accordance with Independent Legal Counsel (selected pursuant to Section 9 1(b)(i)) or a court of competent jurisdiction, as the case may be, jurisdiction that Indemnitee has been fully indemnified under the terms of this Agreement. 10.3 The Trustee . All income earned on the assets held in the trust shall be selected by Indemnitee with the consent of the Company, which consent shall not be unreasonably withheld, and all reasonable expenses, fees and other disbursements of the Trustee in connection with the establishment and administration of the Trust shall be paid reported as income by the CompanyCompany for federal, state, local and foreign tax purposes. 10.4 Nothing in this Section 10 shall relieve the Company of any of its obligations under this Agreement.