Common use of PROCEDURE UPON APPLICATION FOR INDEMNIFICATION Clause in Contracts

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)10.1, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (ia) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iib) if a Change in Control shall not have occurred, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, or (Ciii) if there are no such less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardIndemnitee, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any costs or Expenses expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event 11.2. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) 11.1 hereof, the Independent Counsel shall be selected as provided in this Section 12(b)11.2. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) business days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 Article 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) 10.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction seek arbitration for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court arbitrator or by such other person as the Court arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) 11.1 hereof. Such arbitration referred to in the previous sentence shall be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and Article 13 hereof shall apply in respect of such arbitration and the Company and Indemnitee. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 13.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee final disposition of a Proceeding for which indemnification is sought pursuant to Section 11(a)3 or Section 4, Director shall submit promptly (and in any event, no later than the applicable statute of limitations) to the Board a written request for indemnification averring that he has met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to Section 3 or Section 4 shall be made by the Company only as authorized in the specific case upon a determination with respect to Indemnitee’s entitlement thereto that indemnification of the Director is proper in the circumstances because Director has met the applicable standard of conduct. Such determination shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardmanner: (i) if a Change in Control shall have occurredoccurred and the Director is not a director at the time of such determination, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeDirector; or and (ii) if a Change in Control shall not have occurred, the Board may elect one of the followingany other circumstance: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee Director or (D) if so directed by the Board, by the stockholders of the Company; , and, if it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten thirty (1030) days after such determination. Indemnitee Director shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s Director's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s Director's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), and the Company shall give written notice to Indemnitee Director advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee Director within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), (unless Indemnitee Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Director shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee Director or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to IndemniteeDirector, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent The objection must also include a proper and timely objection, the person so selected shall act as proposed substitute Independent Counsel. If objection including a proposed substituted Independent Counsel is timely made, such written substituted Independent Counsel shall serve as Independent Counsel unless objected to within ten (10) days. An objection is so made and substantiated, to the substituted Independent Counsel may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If written objection is made, the Independent Counsel or substituted Independent Counsel proposed may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty thirty (2030) days after the submission by Indemnitee Director of a written request for indemnification pursuant to Section 11(a10(a) hereof, no the parties have not agreed upon the selection of the Independent Counsel shall have been selected and not objected toCounsel, either the Company or Indemnitee Director may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee Director to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 11(a11(b) or written statement by Indemnitee for advances of Expenses pursuant to Section 10(a), a determination with respect to Indemnitee’s entitlement thereto pursuant to the mandatory terms of this Agreement, pursuant to statute, or pursuant to other sources of right to indemnity, shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even if less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (Div) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromfrom any such costs and Expenses. (b) If it is determined that Indemnitee is entitled to the indemnification requested by the Indemnitee in a written application submitted to the Company pursuant to Section 11(b), payment to Indemnitee shall be made within ten (10) days after such determination. All advances of Expenses requested in a written statement by Indemnitee pursuant to Section 10(a) prior to a final determination of eligibility for indemnification shall be paid in accordance with Section 10. (c) In the event the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b12(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for advancement of Expenses or indemnification pursuant to Section 11(a10(a) or 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. . (d) The Company shall pay the reasonable fees and expenses of the Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. (e) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, any Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee final disposition of a Proceeding for which indemnification is sought pursuant to Section 11(a)3 or Section 4, Director shall submit promptly (and in any event, no later than the applicable statute of limitations) to the Board a written request for indemnification averring that he has met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to Section 3 or Section 4 shall be made by the Company only as authorized in the specific case upon a determination with respect to Indemnitee’s entitlement thereto that indemnification of the Director is proper in the circumstances because Director has met the applicable standard of conduct. Such determination shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardmanner: (i) if a Change in Control shall have occurredoccurred and the Director is not a director at the time of such determination, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeDirector; or and (ii) if a Change in Control shall not have occurred, the Board may elect one of the followingany other circumstance: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee Director or (D) if so directed by the Board, by the stockholders of the Company; , and, if it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten thirty (1030) days after such determination. Indemnitee Director shall reasonably cooperate with the person, persons or entity making such determination with respect to IndemniteeDirector’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to IndemniteeDirector’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), and the Company shall give written notice to Indemnitee Director advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee Director within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), (unless Indemnitee Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Director shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee Director or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to IndemniteeDirector, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent The objection must also include a proper and timely objection, the person so selected shall act as proposed substitute Independent Counsel. If objection including a proposed substituted Independent Counsel is timely made, such written substituted Independent Counsel shall serve as Independent Counsel unless objected to within ten (10) days. An objection is so made and substantiated, to the substituted Independent Counsel may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If written objection is made, the Independent Counsel or substituted Independent Counsel proposed may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty thirty (2030) days after the submission by Indemnitee Director of a written request for indemnification pursuant to Section 11(a10(a) hereof, no the parties have not agreed upon the selection of the Independent Counsel shall have been selected and not objected toCounsel, either the Company or Indemnitee Director may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee Director to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee Director for indemnification pursuant to the first sentence of Section 11(a9(a), a determination determination, if required by applicable law or this Agreement, with respect to Indemnitee’s Director's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to IndemniteeDirector; or or (ii) if a Change in Control shall not have occurred, in the Board may elect one of the following: following manner: (A) by a the Board acting by majority vote of the a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, even if less than a quorum acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if Corporation. If it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten (10) days after such determination. Indemnitee Director shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s Director's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Company Indemnitors (irrespective of the determination as to Indemnitee’s Director's entitlement to indemnification) and the Company Indemnitors hereby indemnifies and agrees to hold Indemnitee Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee Director advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee Director (unless Indemnitee Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Director shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee Director or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company Corporation or to IndemniteeDirector, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee Director of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee Director to the other’s 's selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person selected by the Court such court or arbitrator or by such other person as the Court such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurredany other case, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedIndemnitee. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request delivery of the Indemnification Notice by Indemnitee for indemnification pursuant to under Section 11(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardwith respect to such request as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (Div) if so directed by the Board, by the stockholders of the Company; andprovided, if however, that, notwithstanding the foregoing, in all cases, Indemnitee shall have the option, but not the obligation, to require, by delivery of a written request to the Company, that the determination with respect to Indemnitee’s entitlement to indemnification hereunder be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (in which case such request shall be made prior to any determination by the Disinterested Directors (or any committee thereof) or prior to the submission of such matter to a vote by the stockholders of the Company). (b) If it is so determined pursuant to Section 12(a) hereof that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance written request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b12(c). If a Change in Control shall not have occurred, the occurred or if Indemnitee otherwise elects to require determination with respect to Indemnitee’s entitlement to indemnification hereunder to be made by Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurredCounsel, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding following sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If a Change in Control shall not have occurred and the determination with respect to Indemnitee’s entitlement to indemnification hereunder is to be made by Independent Counsel pursuant to Section 12(a)(iii), or if Indemnitee shall otherwise request, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 2(g) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereofhereof and (ii) the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 2 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is 2 NTD: Bracketed portions for CEO Director version only being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurredany other case, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedIndemnitee. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i[Include in Director Agreement][(x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: :] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee Board[Include in Director Agreement][; or (Div) if so directed by the Board, by the stockholders of the Company; ]. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any [Include in Officer Agreement][reasonable] out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard [Include in Director Agreement][if a Change in Control shall not have occurred or, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, [Include in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or Director Agreement][or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to [Include in Director Agreement][or Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a)9(a) hereof, a if any determination by the Company is required by applicable law with respect to Indemnitee’s entitlement thereto thereto, such determination shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control Indemnitee shall have occurredrequest such determination be made by Independent Counsel, by Independent Counsel in a written opinion to the BoardCounsel, a copy of which shall be delivered to Indemnitee; or and (ii) if a Change in Control shall not have occurredall other circumstances, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the CompanyIndemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, (i) the Independent Counsel shall be selected by the BoardCompany within ten days of the Submission Date (the cost of such Independent Counsel to be paid by the Company), and (ii) the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, selected and (iii) Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such . Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may shall not serve as Independent Counsel unless and until such Indemnitee withdraws the objection is withdrawn or a court has determined that such objection is without merit. IfAbsent a timely objection, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed selected shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).as

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)9(a) or for advances pursuant to the first sentence of Section 8, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than provided that such directors constitute a quorum of the Board, (B) if a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors, even if less than ) constituting a quorum of the Board, (C) if there are no such not at least two Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the CompanyCompany (excluding shares owned by or voted under the control of directors that are at the time parties to the Proceeding); andprovided, however, that if Independent Counsel makes the determination that Indemnitee is entitled to indemnification under the DGCL, the authorization of indemnification and the evaluation as to reasonableness of expenses shall be made by the persons set forth in the foregoing clause (ii)(A) or, if necessary, clause (ii)(B). If, upon written request made by Indemnitee pursuant to Section 9(a), it is so determined that Indemnitee is entitled to indemnificationindemnification under the DGCL, payment to Indemnitee of all authorized indemnification amounts, including expenses determined to be reasonable, shall be made within ten (10) days after such determination. . (b) Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon receipt of a written request by Indemnitee for indemnification pursuant to Section 11(a10(a) (the “Submission Date”), a if any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement thereto to indemnification, such determination shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if Corporation. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 11(a) has been made. The Corporation agrees to pay Expenses of the Independent Counsel referred to above and to fully indemnify the Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). If a Change in Control shall has not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 1(a) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court of Chancery has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition a court the Delaware Court of competent jurisdiction Chancery for resolution of any objection which shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardas soon as reasonably practicable: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, or (C) if there are no such less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardIndemnitee, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) business days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) 20 days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction seek arbitration for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court arbitrator or by such other person as the Court arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(a) hereof. Such arbitration referred to in the previous sentence shall be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a)11(b) hereof, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or Indemnitee, (D) if so directed by the Board, by the stockholders of the Company; and, if or (E) by a final adjudication by a court of competent jurisdiction. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) business days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, howeverhowever , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreementhereof, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) business days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court (as defined below) for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Court or by such other person as the Court shall designateDelaware Court, and the person Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. (d) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurredoccurred after the date of this Agreement, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurredoccurred after the date of this Agreement, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardDisinterested Directors, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). If a Change in Control shall not have occurredoccurred after the date of this Agreement, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurredoccurred after the date of this Agreement, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee or the Company, as the case may be, of a written request for indemnification pursuant to Section 11(a) hereofobjection, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (DC) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)10.1, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (ia) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iib) if a Change in Control shall not have occurred, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, or (Ciii) if there are no such less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardIndemnitee, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall reasonably cooperate with the person, persons or entity Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person, persons or entity Person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any costs or Expenses expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event 11.2. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) 11.1 hereof, the Independent Counsel shall be selected as provided in this Section 12(b)11.2. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) business days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 Article 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or arbitrator has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) 10.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction seek arbitration for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Court arbitrator or by such other person Person as the Court arbitrator shall designate, and the person Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section 12(a) 11.1 hereof. Such arbitration referred to in the previous sentence shall be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and Article 13 hereof shall apply in respect of such arbitration and the Company and Indemnitee. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 13.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by an Indemnitee for indemnification pursuant to Section 11(a)): i. if a Change in Control or Potential Change in Control Event shall have occurred, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (; ii) . if a the Indemnitee is an outside director and no Change in Control or Potential Change in Control Event shall not have occurred, to the Board may elect one fullest extent permitted by applicable law, the Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement on submission of the following: written request; iii. if the Indemnitee is not an outside director and no Change in Control or Potential Change in Control Event shall have occurred a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. In the case of a determination to be made pursuant to Section 12(a)(i) or 12(a)(iii), Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a no Change in Control or Potential Change in Control Event shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her [him][her] of the identity of the Independent Counsel so selected. If a Change in Control or Potential Change in Control Event shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) For avoidance of doubt and notwithstanding anything in this Agreement to the contrary, no indemnification shall be made under this Agreement without a determination made in accordance with Section 8.55 of the Act that the Indemnitee has met the relevant standard of conduct set forth in Section 8.51 of the Act. Upon receipt of Indemnitee’s written request by Indemnitee for indemnification pursuant to Section 11(a9(c), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four three methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Boardquorum, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Boardquorum, or (Ciii) if there are no such Disinterested Directors or, or if such the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) Indemnitee. Notwithstanding the above, if so directed a determination with respect to Indemnitee’s right to indemnification is to be made following a Change of Control, such determination shall be made in the specific case by Independent Counsel in a written opinion to the Board, by the stockholders a copy of the Company; and, if which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the personDisinterested Directors or Independent Counsel, persons or entity as the case may be, making such determination shall be advanced and borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies is liable to indemnify and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If a Change in Control shall not have occurred, the The Independent Counsel shall be selected by the Board, Board and the Company Board shall give provide written notice to the Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Massachusetts Court (as defined in Section 21) has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either the Company or Indemnitee may petition a court of competent jurisdiction the Massachusetts Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing) The Company shall pay all reasonable fees and expenses incident to the procedures in this Section 10(b), regardless of the manner in which such Independent Counsel was selected or appointed.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardCompany's board of directors, a copy of which shall be delivered to Indemnitee; Indemnitee or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the BoardCompany's board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the BoardCompany's board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardCompany's board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardCompany's board of directors, by the stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of Company, to the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromextent permitted by applicable law. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(b), the Independent Counsel shall be selected as provided in this Section 12(b10(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardCompany's board of directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardCompany's board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof and (ii) the final disposition of the Proceeding, no the parties have not agreed upon an Independent Counsel shall have been selected and not objected toCounsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or and for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i1) if by a Change in Control shall have occurredmajority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; , or (ii4) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; andCorporation holding a majority of the outstanding voting stock of the Corporation. For purposes hereof, if disinterested directors are those members of the Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee. If it is so determined pursuant to this Section 12(a) that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the persondirectors, persons Independent Counsel or entity stockholders as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any reasonable documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the persondirectors, persons the Independent Counsel or entity making such determination stockholders shall be deemed “Expenses” hereunder and shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the The Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply)Indemnitee, and Indemnitee shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, The Corporation may, within ten (10) days after such written notice of Indemnitee’s selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or the Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee Corporation to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by To the extent that Indemnitee shall have been successful on the merits in any Proceeding to which it is a party or a participant or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against Expenses, and no determination shall be required to be made with respect to Indemnitee’s entitlement to indemnification hereunder. The Company also shall indemnify Indemnitee if he or she has not failed to meet the applicable standard of conduct for indemnification pursuant to indemnification. In cases where the first sentence of this Section 11(a)8(a) is inapplicable, a determination with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, methods which shall be at the election of the BoardIndemnitee, in his sole discretion: (i) if by a Change in Control shall have occurredmajority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) by Independent Counsel selected by Indemnitee and approved by the Board of Directors (which approval may not be unreasonably withheld or delayed) in a written opinion to the Board. If Indemnitee is an officer or director of the Company at the time that Indemnitee is making his or her election, then Indemnitee shall not select Independent Counsel to make the determination unless there are no disinterested directors or unless the disinterested directors agree to the selection of Independent Counsel. The selected forum shall be referred to herein as the “Reviewing Party.” Notwithstanding the foregoing, following any Change in Control, the Reviewing Party shall be Independent Counsel selected in the manner provided above in this Section 8(a). For purposes hereof, disinterested directors are those members of the Board who are not parties to the Proceeding in respect of which indemnification is sought. In the case that the Reviewing Party is the Independent Counsel, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a Counsel’s written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determinationdetermination to the extent any such amounts have not been previously advanced by the Company. As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’s choice of forum pursuant to this Section 8(a), the Company and Indemnitee shall reasonably cooperate with each submit to the personReviewing Party such information as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of all such information from the Company and Indemnitee, persons or entity making but in no event later than thirty (30) days following the receipt of all such determination with respect to information, provided that the time by which the Reviewing Party must reach a decision may be extended by mutual agreement of the Company and Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. Further, the Company agrees to pay the reasonable fees and expenses of the Independent Counsel. (b) In the event the determination of entitlement to indemnification is to be made The Company shall indemnify Indemnitee against all Expenses incurred by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided Indemnitee in connection with any hearing or Proceeding under this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board8 involving Indemnitee, and against all Expenses incurred by Indemnitee in connection with any other Proceeding between the Company shall give written notice to and Indemnitee advising him involving the interpretation or her enforcement of the identity rights of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (under this Agreement unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution finds that each of the material claims of Indemnitee in any objection which shall have been such Proceeding was frivolous or made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)bad faith .

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee final disposition of a Proceeding for which indemnification is sought pursuant to Section 11(a)3 or Section 4, Director shall submit promptly (and in any event, no later than the applicable statute of limitations) to the Board a written request for indemnification averring that he has met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to Section 3 or Section 4 shall be made by the Company only as authorized in the specific case upon a determination with respect to Indemnitee’s entitlement thereto that indemnification of the Director is proper in the circumstances because Director has met the applicable standard of conduct. Such determination shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardmanner: (i) if a Change in Control shall have occurredoccurred and the Director is not a director at the time of such determination, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeDirector; or and (ii) if a Change in Control shall not have occurred, the Board may elect one of the followingany other circumstance: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a 1416159.01-New York Server 7A - MSW majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee Director or (D) if so directed by the Board, by the stockholders of the Company; , and, if it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten thirty (1030) days after such determination. Indemnitee Director shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s Director's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s Director's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), and the Company shall give written notice to Indemnitee Director advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee Director within ten (10) days of submission of a written request by Director for indemnification pursuant to Section 10(a), (unless Indemnitee Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Director shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee Director or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to IndemniteeDirector, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent The objection must also include a proper and timely objection, the person so selected shall act as proposed substitute Independent Counsel. If objection including a proposed substituted Independent Counsel is timely made, such written substituted Independent Counsel shall serve as Independent Counsel unless objected to within ten (10) days. An objection is so made and substantiated, to the substituted Independent Counsel may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If written objection is made, the Independent Counsel or substituted Independent Counsel proposed may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty thirty (2030) days after the submission by Indemnitee Director of a written request for indemnification pursuant to Section 11(a10(a) hereof, no the parties have not agreed upon the selection of the Independent Counsel shall have been selected and not objected toCounsel, either the Company or Indemnitee Director may petition a court of competent jurisdiction 1416159.01-New York Server 7A - MSW for resolution of any objection which shall have been made by the Company or Indemnitee Director to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurredany other case, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (B) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (C) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedIndemnitee. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a) hereofand (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a)9(a) above, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval will not be unreasonably withheld; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by the Board by a majority vote of the Disinterested Directors, even if less than a quorum consisting of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board consisting solely of one or more Disinterested Directors so directDirectors, (B) if Independent Counsel has been selected by the Board in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (DC) if so directed by a majority of the members of the Board, by the stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determinationdetermination in the discretion of the Board or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(a). Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies shall indemnify and agrees to hold Indemnitee harmless therefrom. (b) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a9(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, (i) the Independent Counsel shall be selected by the BoardCompany within ten (10) days of the Submission Date (the cost of each such counsel to be paid by the Company), and the Company (ii) shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, selected and (iii) Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiatedby Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without meritwithdrawn. If, within twenty If no Independent Counsel shall have been selected and not objected to before the later of (20i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a) hereofhereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a court of competent jurisdiction for resolution of any objection which shall have been made by law firm meeting the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Court or by such other person as the Court shall designateCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 2 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is 2 NTD: Bracketed portions for CEO Director version only. being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. Any indemnification under Sections 3, 4, 5 or 6 of this Agreement shall be made no later than 90 days after receipt of the written request of Indemnitee for indemnification and shall not require that a determination be made in accordance with the Act by the persons specified in the Act that indemnification is required under this Agreement. However, unless it is ordered by a court in an enforcement action under Section 11 of this Agreement, no such indemnification shall be made if a determination is made within such 90-day period by (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) Directors by a majority vote of a quorum consisting of directors who were not parties to the Proceeding (“Disinterested Directors”), (b) if such a quorum of Disinterested Directors cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (all directors, whether or not Disinterested Directors, even may participate in such designation) consisting solely of two or more Disinterested Directors, (c) independent legal counsel in a written opinion (which counsel shall be appointed if less than such committee cannot be designated), that the Indemnitee is not entitled to indemnification under this Agreement (“Independent Counsel”), or (d) if such Independent Counsel determination cannot be obtained, by majority vote of a quorum of the Boardshareholders consisting of shareholders who are not parties to such Proceeding, (B) by a committee of Disinterested Directors designated or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such Proceeding, using such directors’, committee members’, Independent Counsel’s or shareholders’, as the Disinterested Directorscase may be, even if less than a quorum of reasonable best efforts to make such determination as promptly as is reasonably practicable under the Boardcircumstances, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion as to whether the Board, a copy of which shall Indemnitee is entitled to be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if indemnified under applicable law. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten thirty (1030) calendar days after such determination. The Indemnitee shall reasonably cooperate with the person, persons Person or entity Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by the Indemnitee in so cooperating with the person, persons Person or entity Persons making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. . Any determination by the Company that the Indemnitee is entitled to indemnification (bincluding by its directors, committee members, shareholders or any Independent Counsel) In shall be conclusive and binding on the event Company and the Indemnitee. The Company agrees that all costs incurred by the Company in making the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to under this Section 12(a) hereof, the Independent Counsel 10 shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected borne solely by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as including, but not limited to, the case may be, may, within ten costs of legal counsel (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the including any Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in serving under this Section 2 of this Agreement10), proxy solicitations and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)determinations.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request To the fullest extent permitted by Indemnitee law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advanced pursuant to Section 11(a)8 of this Agreement, a determination with respect to Indemnitee’s entitlement thereto shall may be made by the Company only as authorized in the specific case by one upon a determination that the indemnification of Indemnitee is proper in the following four methods, which shall circumstances. Such determination must be at the election of the Board: made: (i) By the stockholders of the Company; (ii) By the Board by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; (iii) By the Board by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or (iv) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by a written opinion from Independent Counsel. Notwithstanding the foregoing, if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change in Control Control, the Board shall have occurred, direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by Independent Counsel in a written opinion to opinion. Notwithstanding the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors orforegoing, if such Disinterested Directors so direct, the determination that indemnification or advance of Expenses is permissible is made by Independent Counsel in a written opinion to then the Board, a copy Board shall authorize and direct such indemnification and advancement of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromExpenses. (b) In the event If the determination of Indemnitee’s entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereoffollowing a Change in Control, the Independent Counsel shall must be selected as provided in this Section 12(b10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall must give written notice to the Company advising it of the Independent Counsel’s identity so selected, unless Indemnitee requests in writing that the Independent Counsel be selected by the Board. If the Independent Counsel is selected by the Board, the Company must give written notice to Indemnitee setting forth the identity of the Independent Counsel so selectedCounsel. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such the written notice of selection shall have been is received, deliver to the Company or to Indemnitee, as the case may be, other party a written objection to such the selection; provided, however, that such . The objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of an “Independent Counsel” as defined in Section 2 I of this Agreement, and the objection shall must set forth with particularity the factual basis of such the assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereofindemnification, no Independent Counsel shall have has been selected and not objected toselected, either the Company or Indemnitee may petition a court of competent with jurisdiction over the parties for resolution of the objection and/or the appointment of a person to be Independent Counsel selected by the court. (c) The Company agrees to pay the reasonable fees and Expenses of Independent Counsel in accordance with Section 8 and to fully indemnify and hold the Independent Counsel harmless against any objection and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement. (d) The Company must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such persons with documents and information (which are not privileged or otherwise protected) reasonably available to Indemnitee and reasonably necessary to the determination. All Expenses incurred by Ixxxxxxxxx in cooperating with the persons making the determination shall have been made be paid by the Company or Indemnitee (irrespective of the determination as to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, indemnification) and the person with respect Company hereby indemnifies and agrees to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)hold Indemnitee harmless from those Expenses.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 2 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is 2 Bracketed portions for CEO Director version only being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a)9(a) hereof, a if any determination by the Company is required by applicable law with respect to Indemnitee’s entitlement thereto thereto, such determination shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control Indemnitee shall have occurredrequest such determination be made by Independent Counsel, by Independent Counsel in a written opinion to the BoardCounsel, a copy of which shall be delivered to Indemnitee; or and (ii) if a Change in Control shall not have occurredall other circumstances, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee Indemnitee, or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made promptly, and in any event within ten thirty (1030) days after the Submission Date (subject to any permitted extension with respect to such determinationdetermination pursuant to Section 11(b) hereof). Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel shall to be selected paid by the Board, Company) and the Company shall give written notice to Indemnitee advising him or her it of the identity of the Independent Counsel so selected. If ; provided, however, that if a Change change in Control shall have occurredcontrol has occurred and results in individuals who were directors prior to the circumstances giving rise to the change in control ceasing for any reason to constitute a majority of the Board, the such Independent Counsel shall be selected by the Indemnitee within ten (unless Indemnitee shall request that 10) days of the Submission Date (the cost of such selection Independent Counsel to be made paid by the Board, in which event the preceding sentence shall apply), Company) and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either eventcase, Indemnitee or the Company, as the case may beapplicable, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, other a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee or the Company, as applicable, withdraws the objection shall set forth with particularity the factual basis of or a court has determined that such assertionobjection is without merit. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected toto before the later of (i) thirty (30) days after the later of the Submission Date and (ii) ten (10) days after the final disposition of the Proceeding, either each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a court of competent jurisdiction for resolution of any objection which shall have been made by law firm meeting the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Court or by such other person as the Court shall designateCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by an Indemnitee for indemnification pursuant to Section 11(a)): i. if a Change in Control or Potential Change in Control Event shall have occurred, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (; ii) . if a the Indemnitee is an outside director and no Change in Control or Potential Change in Control Event shall not have occurred, to the Board may elect one fullest extent permitted by applicable law, the Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement on submission of the following: written request; iii. if the Indemnitee is not an outside director and no Change in Control or Potential Change in Control Event shall have occurred a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. In the case of a determination to be made pursuant to Section 12(a)(i) or 12(a)(iii), Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a no Change in Control or Potential Change in Control Event shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her [him][her] of the identity of the Independent Counsel so selected. If a Change in Control or Potential Change in Control Event shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court or by such other person as the Delaware Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a)11 or 9 of this Agreement, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than whether or not such majority constituted a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than whether or not such majority constituted a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) 20 days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee lndemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 14 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a1) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(1), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (DC) if so directed by the Board, by the stockholders of the Company; Company-, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making malting such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b2) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(1) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(2). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) 20 days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(1) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(1) hereof. hereof Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(1) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon Following written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in of Control shall not have occurred, the Board may elect one of the following: (A) by the Board by a majority vote of the a quorum consisting of Disinterested Directors, even if less than a quorum of the Board, (B) if such a quorum cannot be obtained then by a majority vote of a committee of the Board consisting solely of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum Board in which directors who are parties to the Proceeding in respect of the Boardwhich indemnification is sought may participate, (C) if there are no such a quorum of the Board consisting of Disinterested Directors is not obtainable, and if a majority vote of a committee of the Board consisting solely of Disinterested Directors is not obtainable, or, even if obtainable such quorum of Disinterested Directors Directors, or such committee, by a majority vote so directdirects, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by a majority of the members of the Board, by the stockholders shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). If a Change in of Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard or a committee of the Board consisting solely of Disinterested Directors, by the vote required by applicable law for the selection of Independent Counsel, and the Company shall give written notice to Indemnitee advising him or her [him][her] of the identity of the Independent Counsel so selected. If a Change in of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), subject to approval by the Board, or a committee thereof consisting solely of Disinterested Directors, by the vote required by applicable law for the selection of Independent Counsel, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. Any such approval by the Board or a committee thereof consisting solely of Disinterested Directors, will not be unreasonably withheld and by such approval the Board or committee shall be deemed to have joined in such selection. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of for such assertion. Absent a proper and timely objection, the person so selected (and, if a Change of Control shall have occurred, approved by the Board or a committee thereof consisting solely of Disinterested Directors) shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereof, no Independent Counsel shall have been selected (and, if a Change of Control shall have occurred, approved by the Board or a committee thereof consisting solely of Disinterested Directors) and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any failure by the Board or a committee thereof to approve Indemnitee’s selection of Independent Counsel after a Change of Control shall have occurred, or any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the person with respect to whom all failures to approve and objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee Executive for indemnification pursuant to the first sentence of Section 11(a9(a), a determination determination, if required by applicable law or this Agreement, with respect to IndemniteeExecutive’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: case: (i) if a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to IndemniteeExecutive; or or (ii) if neither a Potential Change in Control nor a Change in Control shall not have occurred, in the Board may elect one of the following: following manner: (A) by the Board acting by a majority vote quorum of the Disinterested Directors; or (B) if such a quorum is not obtainable or, even if less than obtainable, a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so directdirects, (x) by the Board upon the opinion in writing of Independent Counsel selected in a written opinion to the Boardaccordance with Section 10(b), a copy of which shall be delivered to Indemnitee or (Dy) if so directed by the Board, by the stockholders shareholders of the Company; and, if Corporation. If it is so determined that Indemnitee Executive is entitled to indemnification, payment to Indemnitee Executive shall be made within ten (10) days after such determination. Indemnitee Executive shall reasonably cooperate with the person, persons or entity making such determination with respect to IndemniteeExecutive’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee Executive and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee Executive in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to IndemniteeExecutive’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee Executive harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If neither a Potential Change in Control or a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee Executive advising him or her of the identity of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee Executive (unless Indemnitee Executive shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Executive shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee Executive or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company Corporation or to IndemniteeExecutive, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee Executive of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee Executive may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee Executive to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person selected by the Court such court or arbitrator or by such other person as the Court such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee Director for indemnification pursuant to the first sentence of Section 11(a9(a), a determination determination, if required by applicable law or this Agreement, with respect to IndemniteeDirector’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: case: (i) if a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to IndemniteeDirector; or or (ii) if neither a Potential Change in Control nor a Change in Control shall not have occurred, in the Board may elect one of the following: following manner: (A) by the Board acting by a majority vote quorum of the Disinterested Directors; or (B) if such a quorum is not obtainable or, even if less than obtainable, a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so directdirects, (x) by the Board upon the opinion in writing of Independent Counsel selected in a written opinion to the Boardaccordance with Section 10(b), a copy of which shall be delivered to Indemnitee or (Dy) if so directed by the Board, by the stockholders shareholders of the Company; and, if Corporation. If it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten (10) days after such determination. Indemnitee Director shall reasonably cooperate with the person, persons or entity making such determination with respect to IndemniteeDirector’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to IndemniteeDirector’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If neither a Potential Change in Control or a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee Director advising him or her of the identity of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee Director (unless Indemnitee Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Director shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee Director or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company Corporation or to IndemniteeDirector, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee Director of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee Director to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person selected by the Court such court or arbitrator or by such other person as the Court such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (DC) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, -------- however, that such objection may be asserted only on the ground that the ------- Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) 20 days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)9(a) or for advances pursuant to the first sentence of Section 8, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than provided that such directors constitute a quorum of the Board, (B) if a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two (2) or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors, even if less than ) constituting a quorum of the Board, (C) if there are no such not at least two (2) Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the CompanyCompany (excluding shares owned by or voted under the control of directors that are at the time parties to the Proceeding); andprovided, however, that if Independent Counsel makes the determination that Indemnitee is entitled to indemnification under the DGCL, the authorization of indemnification and the evaluation as to reasonableness of expenses shall be made by the persons set forth in the foregoing clause (ii)(A) or, if necessary, clause (ii)(B). If, upon written request made by Indemnitee pursuant to Section 9(a), it is so determined that Indemnitee is entitled to indemnificationindemnification under the DGCL, payment to Indemnitee of all authorized indemnification amounts, including expenses determined to be reasonable, shall be made within ten thirty (1030) days after such determination. . (b) Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)10.1, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (ia) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iib) if a Change in Control shall not have occurred, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, or (Ciii) if there are no such less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardIndemnitee, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall reasonably cooperate with the person, persons or entity Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person, persons or entity Person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any costs or Expenses expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event 11.2. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) 11.1 hereof, the Independent Counsel shall be selected as provided in this Section 12(b)11.2. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) business days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 Article 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or arbitrator has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).without

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: made: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: , (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, ; (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, ; (C) if there are no such Disinterested Directors or, if such the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or Indemnitee; or (D) if so directed by the Board, by the stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including which will include providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to for such determination. Any costs or Expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective regardless of the ultimate determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof11(a), the Independent Counsel shall be selected as provided in this Section 12(b11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedCounsel. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the 2. The objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such the objection is withdrawn or a court has determined that such objection is without merit. If, If no Independent Counsel shall have been selected and not objected to within twenty (20) 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereofand (ii) the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, then either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of to resolve any objection which that shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as of an Independent Counsel of a person selected by the Court (or by such other person as the Court shall designate, and the ). The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof11(a). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement13(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurredany other case, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedIndemnitee. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a) hereofand (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Court court or by such other person Person as the Court court shall designate, and the person . The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a)9(a) above, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board in accordance with the DGCL, which approval will not be unreasonably withheld; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by the Board by a majority vote of the Disinterested Directors, even if less than a quorum consisting of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board consisting solely of one or more Disinterested Directors so directDirectors, (B) if Independent Counsel has been selected by the Board in accordance with the DGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, by Independent Counsel Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (DC) if so directed by a majority of the members of the Board, by the stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determinationdetermination in the discretion of the Board or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(a). Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies shall indemnify and agrees to hold Indemnitee harmless therefrom. (b) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, (i) the Independent Counsel shall be selected by the BoardCompany within ten (10) days of the Submission Date (the cost of each such counsel to be paid by the Company), and the Company (ii) shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, selected and (iii) Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiatedby Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without meritwithdrawn. If, within twenty If no Independent Counsel shall have been selected and not objected to before the later of (20i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a) hereofhereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a court of competent jurisdiction for resolution of any objection which shall have been made by law firm meeting the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Court or by such other person as the Court shall designateCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurredany other case, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as [a director or](1) an officer of the Company, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedIndemnitee. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 4 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no 4 Bracketed portions for CEO Director version only Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,]5 (Ai) by a 5 Bracketed provision for CEO Director only majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Court court or by such other person Person as the Court court shall designate, and the person . The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardCompany’s board of directors, a copy of which shall be delivered to Indemnitee; Indemnitee or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the BoardCompany’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the BoardCompany’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardCompany’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardCompany’s board of directors, by the stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of Company, to the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromextent permitted by applicable law. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(b), the Independent Counsel shall be selected as provided in this Section 12(b10(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardCompany’s board of directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardCompany’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereof, no the parties have not agreed upon an Independent Counsel shall have been selected and not objected toCounsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or and for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 2 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the common stockholders of the Company by the affirmative vote of the holders of a majority in voting power of the Company’s outstanding common stock, present in person or represented by proxy; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 2 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the 2 Bracketed portions for CEO Director version only Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request a delivery of the Indemnification Notice by Indemnitee for indemnification pursuant to under Section 11(a)12, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardwith respect to such request as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directorssuch directors, even if though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors ordirectors, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee Indemnitee, or (Div) if so directed by the Board, by the stockholders of the Company; andprovided, if however, that, notwithstanding the foregoing, in all cases, Indemnitee shall have the option, but not the obligation, to require, by delivery of a written request to the Company, that the determination with respect to Indemnitee’s entitlement to indemnification hereunder be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (in which case such request shall be made prior to any determination by the Disinterested Directors (or any committee thereof) or prior to the submission of such matter to a vote by the stockholders of the Company). The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (b) If it is so determined pursuant to Section 13(a) hereof that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance written request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a13(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b13(c). If a Change in Control shall not have occurred, the occurred or if Indemnitee otherwise elects to require determination with respect to Indemnitee’s entitlement to indemnification hereunder to be made by Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurredCounsel, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding following sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedselected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2(g) of this Agreement. If a Change in Control shall not have occurred and the determination with respect to Indemnitee’s entitlement to indemnification hereunder is to be made by Independent Counsel pursuant to Section 13(a)(iii), or if Indemnitee shall otherwise request, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2(g) of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 2(g) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a12(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designateDelaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a13(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a15(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request A determination, if required by Indemnitee for indemnification pursuant to Section 11(a)applicable law, a determination with respect to Indemnitee’s entitlement thereto to indemnification shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if by the Board acting by a Change quorum consisting of directors who are not parties to such Proceeding upon a finding that Indemnitee has met the standard of conduct set forth in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeAgreement and the BCL; or (ii) if a Change in Control shall quorum under subparagraph (a)(i) is not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directorsobtainable or, even if less than obtainable, a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, directs: (a) by the Board upon the opinion in writing of Independent Counsel that indemnification is proper in a written opinion to the Boardcircumstances because the applicable standard of conduct set forth in this Agreement and the BCL has been met by Indemnitee, a copy of which shall be delivered to Indemnitee or (Db) if so directed by the Boardshareholders upon a finding that Indemnitee has met the applicable standard of conduct set forth in such sections. (b) The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, by the stockholders including a description of the Company; and, if any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the personPerson, persons Persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personPerson, persons Persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the personPerson, persons Persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b12(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).and

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (ix) if a Change in Control shall have occurredoccurred [and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company], by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) [in any other case,] [if a Change in Control shall not have occurred, the Board may elect one of the following: :] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that] [if a Change in Control shall not have occurred or], and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred [and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected selected], by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedIndemnitee. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Court court or by such other person Person as the Court court shall designate, and the person . The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 2 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is 2 Bracketed portions for CEO Director version only being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard [; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and expenses and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).shall

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardCompany’s board of directors, a copy of which shall be delivered to Indemnitee; Indemnitee or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the BoardCompany’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the BoardCompany’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardCompany’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardCompany’s board of directors, by the stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of Company, to the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromextent permitted by applicable law. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof9(b), the Independent Counsel shall be selected as provided in this Section 12(b9(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardCompany’s board of directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardCompany’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a) hereofhereof and (ii) the final disposition of the Proceeding, no the parties have not agreed upon an Independent Counsel shall have been selected and not objected toCounsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or and for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a9(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a11(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee Executive for indemnification pursuant to the first sentence of Section 11(a9(a), a determination determination, if required by applicable law or this Agreement, with respect to IndemniteeExecutive’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: case: (i) if a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to IndemniteeExecutive; or or (ii) if neither a Potential Change in Control nor a Change in Control shall not have occurred, in the Board may elect one of the following: following manner: (A) by the Board acting by a majority vote quorum of the Disinterested Directors; or (B) if such a quorum is not obtainable or, even if less than obtainable, a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so directdirects, (x) by the Board upon the opinion in writing of Independent Counsel selected in a written opinion to the Boardaccordance with Section 10(b), a copy of which shall be delivered to Indemnitee or (Dy) if so directed by the Board, by the stockholders shareholders of the Company; and, if Corporation. If it is so determined that Indemnitee Executive is entitled to indemnification, payment to Indemnitee Executive shall be made within ten (10) days after such determination. Indemnitee Executive shall reasonably cooperate with the person, persons or entity making such determination with respect to IndemniteeExecutive’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee Executive and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee or on behalf of Executive in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to IndemniteeExecutive’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to hold Indemnitee Executive harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If neither a Potential Change in Control or a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee Executive advising him or her of the identity of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee Executive (unless Indemnitee Executive shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Executive shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee Executive or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company Corporation or to IndemniteeExecutive, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee Executive of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof or the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee Executive may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee Executive to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person selected by the Court such court or arbitrator or by such other person as the Court such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) If the Corporation disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a1) Upon written request by Indemnitee for indemnification pursuant to Section 11(a11(2), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the BoardIndemnitee: (i) if by a Change in Control shall have occurredmajority vote of the Disinterested Directors, even though less than a quorum of the Board; or (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b2) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a12(1) hereof, the Independent Counsel shall be selected as provided in this Section 12(b12(2). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall applyBoard of Directors), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Board of Directors, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) 20 days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a11(1) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court (as defined below) for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designateDelaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a12(1) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a14(1) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (3) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 1 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [(ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board[; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware 1 Bracketed portions for CEO Director version only Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Court court or by such other person Person as the Court court shall designate, and the person . The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the CompanyCompany at a meeting at which a quorum is present, with the share owned by the Indemnitee not being entitled to vote thereon; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ ' fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) . The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)9(a) or for advances pursuant to the first sentence of Section 8, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than provided that such directors constitute a quorum of the Board, (B) if a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors, even if less than ) constituting a quorum of the Board, (C) if there are no such not at least two Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the CompanyCompany (excluding shares owned by or voted under the control of directors that are at the time parties to the Proceeding); andprovided, however, that if Independent Counsel makes the determination that Indemnitee is entitled to indemnification under the DGCL, the authorization of indemnification and the evaluation as to reasonableness of expenses shall be made by the persons set forth in the foregoing clause (ii)(A) or, if necessary, clause (ii)(B). If, upon written request made by Indemnitee pursuant to Section 9(a), it is so determined that Indemnitee is entitled to indemnificationindemnification under the DGCL, payment to Indemnitee of all authorized indemnification amounts, including expenses determined to be reasonable, shall be made within ten (10) days after such determination. . (b) Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)10.1, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification shall be made in the specific case case: (a) by one a majority of the following four methods, which shall be at the election of the Board: Company’s stockholders; (ib) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard or similar governing body or entity of the successor as a result of the Change in Control, a copy of which shall be delivered to Indemnitee; or (iic) if a Change in Control shall not have occurred, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, or (Ciii) if there are no such less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by Indemnitee. In the Board, by the stockholders of the Company; and, if event it is so determined in accordance with the preceding sentence that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. In addition, any future amounts due to Indemnitee shall reasonably be paid in accordance with this Agreement. Indemnitee shall cooperate with the person, persons or entity Persons making such determination with respect to regarding Indemnitee’s entitlement to indemnification. Without limiting the generality of the foregoing, including such cooperation shall include providing to such person, persons or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Notwithstanding the foregoing, nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any costs or Expenses (including including, without limitation, reasonable and documented attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) Company, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromfrom any such costs and Expenses. For the elimination of doubt, the obligation to reimburse the Indemnitee set forth in the preceding sentence shall apply regardless of any determination regarding Indemnitee’s entitlement to indemnification. (b) In the event 11.2. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof11.1, the Independent Counsel shall be selected as provided in this Section 12(b)11.2. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply). In such event, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so Indemnitee has selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) thirty days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, . Any that such objection may be asserted asserted, however, only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 Article 1 of this Agreement, and the . Any such objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or arbitration, arbitral or administrative body has determined that such the objection is without merit. If, within twenty (20) thirty days after the submission by Indemnitee Xxxxxxxxxx of a written request for indemnification pursuant to Section 11(a) hereof10.1, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction seek arbitration for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for Xxxxxxx.Xx the appointment as event, the arbitrator determines the objection has merit, the arbitrator shall appoint Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the Counsel. The person with respect to whom all objections are so resolved or the person so appointed by the arbitrator shall act as Independent Counsel under Section 12(a) hereof11.1. Any arbitration pursuant to this Section 11.2 shall be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Article 13 shall apply in respect of such arbitration and the Company and Indemnitee. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement13.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a8(a), a determination determination, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, ; or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee Indemnitee; or (DC) if so directed by the Board, by the stockholders of the CompanyCompany by a majority vote of those in attendance at a meeting at which a quorum is present; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. . (b) Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (bc) In the event the determination Notwithstanding Section 2 of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, mayAgreement, within ten (10) days after such the Indemnitee’s provides written notice of his selection of Independent Counsel, the Company shall have been received, deliver to the Company or to Indemnitee, as the case may be, a Indemnitee any written objection to such selectionthe selection of Independent Counsel; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) 20 days after the later of a submission by Indemnitee of a written request for indemnification pursuant to Section 11(a8(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or the Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the otherIndemnitee’s selection section of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurredany other case, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (B) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (C) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(a). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board; provided that, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selectedIndemnitee. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a9(a) hereofand (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the . The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Upon written request by Indemnitee for indemnification pursuant to Section 11(a)indemnification, a determination determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case as follows: (1) by one a majority of Disinterested Directors, even though less than a quorum, or (2) by a committee of Disinterested Directors designated by majority vote of the following four methodsDisinterested Directors, which shall be at the election of the Board: even though less than a quorum, or (i3) if a Change in Control shall have occurredthere are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or , (ii4) if a Change in Control shall not have occurred, the Board may elect one majority of the following: (A) Disinterested Directors so directs, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, or (5) if it there shall have occurred a Reorganization Event within two years prior to the date of the commencement of the Proceeding for which indemnification is so determined that Indemnitee is entitled to indemnificationclaimed, payment to Indemnitee shall be made within ten (10) days after such determinationby an Independent Counsel selected by Indemnitee. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control Reorganization Event shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control Reorganization Event shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)10.1, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (ia) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iib) if a Change in Control shall not have occurred, the Board may elect one of the following: (Ai) by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even if though less than a quorum of the Board, or (Ciii) if there are no such less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the BoardIndemnitee, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination; provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any costs or Expenses expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event 11.2. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) 11.1 hereof, the Independent Counsel shall be selected as provided in this Section 12(b)11.2. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) business days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 Article 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) 10.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction seek arbitration for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court arbitrator or by such other person as the Court arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) 11.1 hereof. Such arbitration referred to in the previous sentence shall be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and Article 13 hereof shall apply in respect of such arbitration and the Company and Indemnitee. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 13.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee Director for indemnification pursuant to the first sentence of Section 11(a9(a), a determination determination, if required by applicable law or this Agreement, with respect to IndemniteeDirector’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: case: (i) if a Change in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to IndemniteeDirector; or or (ii) if a Change in Control shall not have occurred, in the Board may elect one of the following: following manner: (A) by a the Board acting by majority vote of the a quorum of Disinterested Directors; or (B) if such a quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors, even if less than a quorum acting by majority vote, so directs, (x) by the Board upon the opinion in writing of Independent Counsel selected in accordance with Section 10(b), or (y) by the shareholders of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if Corporation. If it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten (10) days after such determination. Indemnitee Director shall reasonably cooperate with the person, persons or entity making such determination with respect to IndemniteeDirector’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Company Indemnitors (irrespective of the determination as to IndemniteeDirector’s entitlement to indemnification) and the Company Indemnitors hereby indemnifies and agrees to hold Indemnitee Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company Corporation shall give written notice to Indemnitee Director advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee Director (unless Indemnitee Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Director shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee Director or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company Corporation or to IndemniteeDirector, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court or an arbitrator has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee Director of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee Director may petition a court of competent jurisdiction or commence an arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee Director to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person selected by the Court such court or arbitrator or by such other person as the Court such court or arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a)9(a) or for advances pursuant to the first sentence of Section 8, a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than provided that such directors constitute a quorum of the Board, (B) if a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors, even if less than ) constituting a quorum of the Board, (C) if there are no such not at least two Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective excluding shares owned by or voted under the control of directors that are at the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice time parties to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selectionProceeding); provided, however, that such objection may be asserted only on the ground that the if Independent Counsel so selected does not meet makes the requirements determination that Indemnitee is entitled to indemnification under the DGCL, the authorization of “Independent Counsel” as defined in Section 2 of this Agreement, indemnification and the objection evaluation as to reasonableness of expenses shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been be made by the Company or Indemnitee to persons set forth in the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designateforegoing clause (ii)(A) or, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreementif necessary, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).clause

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 2 (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: [ (ix) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, the Board may elect one of the following: any other case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even if though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request delivery of the Indemnification Notice by Indemnitee for indemnification pursuant to under Section 11(a14(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardwith respect to such request as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (Div) if so directed by the Board, by the stockholders of the Company; andprovided, if however, that, notwithstanding the foregoing, in all cases, Indemnitee shall have the option, but not the obligation, to require, by delivery of a written request to the Company, that the determination with respect to Indemnitee’s entitlement to indemnification hereunder be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (in which case such request shall be made prior to any determination by the Disinterested Directors (or any committee thereof) or prior to the submission of such matter to a vote by the stockholders of the Company). (b) If it is so determined pursuant to Section 15(a) hereof that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance written request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a15(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b15(c). If a Change in Control shall not have occurred, the occurred or if Indemnitee otherwise elects to require determination with respect to Indemnitee’s entitlement to indemnification hereunder to be made by Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurredCounsel, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding following sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If a Change in Control shall not have occurred and the determination with respect to Indemnitee’s entitlement to indemnification hereunder is to be made by Independent Counsel pursuant to Section 15(a)(iii), or if Indemnitee shall otherwise request, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him/her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 2(g) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a14(a) hereofhereof and (ii) the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a15(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a17(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s 's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (DC) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the BoardBoard of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be -------- ------- asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) 20 days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(a), a determination determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: case: (i) if a Change in Control shall have occurredhas occurred and Indemnitee so requests, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or or (ii) if a Change in Control shall any circumstance not have occurred, covered by the Board may elect one of the following: preceding clause (i), (A) by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, , (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if though less than a quorum of the Board, , (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or Indemnitee, or (D) if so directed by the Board, by the stockholders of the Company; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereofCounsel, the Independent Counsel shall be selected as provided in this Section 12(b). follows. (i) If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. . (ii) If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee he shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty the later of (20A) 20 days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a10(a) hereofhereof and (B) the final disposition of the Proceeding, including any appeal therefrom, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 11(a11(b) or written statement by Indemnitee for advances of Expenses pursuant to Section 10(a), a determination with respect to Indemnitee’s 's entitlement thereto pursuant to the mandatory terms of this Agreement, pursuant to statute, or pursuant to other sources of right to indemnity, shall be made in the specific case by one of the following four methods, which shall be at the election of the Boardcase: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even if less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (Div) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromfrom any such costs and Expenses. (b) If it is determined that Indemnitee is entitled to the indemnification requested by the Indemnitee in a written application submitted to the Company pursuant to Section 11(b), payment to Indemnitee shall be made within ten (10) days after such determination. All advances of Expenses requested in a written statement by Indemnitee pursuant to Section 10(a) prior to a final determination of eligibility for indemnification shall be paid in accordance with Section 10. (c) In the event the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b12(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for advancement of Expenses or indemnification pursuant to Section 11(a10(a) or 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).