Common use of Reasonableness of Expenses Clause in Contracts

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the evaluation as to the reasonableness of expenses incurred by the Director for purposes of this Agreement shall be made within fifteen (15) days of the Director's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnification; or (b) if a quorum cannot be obtained under SUBDIVISION (a), by majority vote of a committee duly designated by the Board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; or (c) if an evaluation cannot be obtained under either SUBDIVISION (a) or (b) of this SUBSECTION 5.3, by vote or consent of the holders of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation contemplated by this SUBSECTION 5.3 is not made within the prescribed time. The finding required by this SUBSECTION 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation a finding cannot be obtained under either SUBDIVISION subdivision (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 90 days after the Indemnitee's delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding anything contained herein to the definition contrary, prior to the payment of "Determination," any expenses hereunder, the Company shall determine the reasonableness of such expenses as provided below. The Board shall use its best efforts to ensure that the evaluation and finding as to the reasonableness of expenses incurred by the Director Executive for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorExecutive's delivery to the Company of a Request request for reimbursement of expenses that includes a reasonable accounting of expenses incurred: (a1) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b2) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a1), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceeding; or (c) if an evaluation cannot be obtained under either SUBDIVISION (a) or (b) of this SUBSECTION 5.3, by vote or consent of the holders of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purposeDisinterested Directors. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION 5.3 Subsection 6.3 is not made within the prescribed timetime due to the Company's failure to use its best efforts to comply therewith. The finding required by this SUBSECTION 5.3 may Subsection 6.3 must be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained under either SUBDIVISION (a) or (b) of this SUBSECTION 5.3designated, by vote or consent of the holders of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purposeany independent legal counsel. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnification; orDisinterested Directors; (b) next, if a quorum cannot be obtained under SUBDIVISION paragraph (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation a finding cannot be obtained under either SUBDIVISION subparagraph (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the Director's Indemnitee’s delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum of Disinterested Directors cannot be obtained under SUBDIVISION (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained under either SUBDIVISION (a) or (b) of this SUBSECTION 5.3designated, by vote or consent any independent legal counsel selected in accordance with Section 5.5; provided, that, if the determination for authorization of Indemnification was made by independent counsel pursuant to 4.1(3) hereof, then the holders evaluation and finding of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented reasonableness shall in person or all events be made by proxy at a meeting called for such purposeindependent legal counsel. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnification; orDisinterested Directors; (b) next, if a quorum cannot be obtained under SUBDIVISION paragraph (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation a finding cannot be obtained under either SUBDIVISION subparagraph (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 90 days after the Indemnitee's delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION 5.3 Section 3.3 is not made within the prescribed time. The finding required by this SUBSECTION 5.3 Section 3.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the Director's Indemnitee’s delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained under either SUBDIVISION (a) or (b) of this SUBSECTION 5.3designated, by vote or consent of any independent legal counsel (who may be any outside counsel regularly employed by the holders of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purposeCompany). All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation a finding cannot be obtained under either SUBDIVISION subdivision (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained under either SUBDIVISION (a) or (b) of this SUBSECTION 5.3designated, by vote or consent of any independent legal counsel (who may be any outside counsel regularly employed by the holders of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purposeCompany). All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director an Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) days of the Director's after such Indemnitee’s delivery to the Company Coachmen of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) second, if such a quorum cannot be obtained under SUBDIVISION subsection (a), by majority vote of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) third, if an evaluation a finding cannot be obtained under either SUBDIVISION subsection (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Coachmen’s capital stock that are entitled to vote generally for the election of directors and are represented in person or by a proxy and are entitled to vote at a meeting called for such purposepurpose and who are not, at the time of the Determination, named parties to such action, suit or proceeding. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION paragraph (a), by ) or (b) majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation a finding cannot be obtained under either SUBDIVISION subparagraph (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 30 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 120 days after the Indemnitee's delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 45 days of the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained under either SUBDIVISION designated, by any independent legal counsel (awho may be any outside counsel regularly employed by the Company); or (d) or (b) of this SUBSECTION 5.3next, if such legal counsel determination cannot be obtained, by vote or consent of the holders of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purposeCompany's common stock. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 30 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 90 days after the Indemnitee's delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes purpose or by the holders of this Agreement if a majority of the evaluation contemplated Company's common stock acting by this SUBSECTION 5.3 is not made within the prescribed timewritten consent. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 30 days of after the Director's Indemnitee’s delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 90 days after the Indemnitee’s delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company’s Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the evaluation as to the reasonableness of expenses incurred by the Director for purposes of this Agreement shall be made within fifteen (15) days of the Director's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (aA) by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnification; or (bB) if a quorum cannot be obtained under SUBDIVISION (aA), by majority vote of a committee duly designated by the Board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; or (cC) if an evaluation cannot be obtained under either SUBDIVISION (aA) or (bB) of this SUBSECTION 5.3, by vote or consent of the holders of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation contemplated by this SUBSECTION 5.3 is not made within the prescribed time. The finding required by this SUBSECTION 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation a finding cannot be obtained under either SUBDIVISION subdivision (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are are, represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: : (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 90 days after the Indemnitee's delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification is sought.Page 6 ------------------------------------------------------------------

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 30 days of after the Director's Indemnitee’s delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time or consent of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors, even though such Disinterested Directors may be less than a quorum; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties may participate)Disinterested Directors, consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors, even though such Disinterested Directors may be less than a quorum; or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 120 days after the Indemnitee’s delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company’s Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorIndemnitee's delivery to the Company Corporation of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation a finding cannot be obtained under either SUBDIVISION subdivision (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Corporation's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION 5.3 Section 6.3 is not made within the prescribed time. The finding required by this SUBSECTION 5.3 Section 6.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 90 days after the Indemnitee's delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of after the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote or consent of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if such a quorum cannot be obtained under SUBDIVISION (a)obtained, by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained designated, by any independent legal counsel (who may be any outside counsel regularly employed by the Company); (d) provided, however, that if a determination as to reasonableness of expenses is not made under either SUBDIVISION any of the foregoing subsections (a) or ), (b) and (c), such determination shall be made, not later than 90 days after the Indemnitee's delivery of this SUBSECTION 5.3such Request, by vote or consent of the holders of a majority of the outstanding shares of the Company Company's Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum of Disinterested Directors cannot be obtained under SUBDIVISION (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation such a committee cannot be obtained under either SUBDIVISION (a) or (b) of this SUBSECTION 5.3designated, by vote or consent any independent legal counsel selected in accordance with Section 5.5; provided, that, if the determination for authorization of Indemnification was made by independent counsel pursuant to Section 4(3) hereof, then the holders evaluation and finding of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented reasonableness shall in person or all events be made by proxy at a meeting called for such purposeindependent legal counsel. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.

Reasonableness of Expenses. Notwithstanding the definition of "Determination," the The evaluation and finding as to the reasonableness of expenses incurred by the Director Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within fifteen (15) 15 days of the DirectorIndemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred: (a) first, by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnificationDisinterested Directors; or (b) next, if a quorum cannot be obtained under SUBDIVISION subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation directors who are parties all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more directors not at the time parties to the proceedingDisinterested Directors; or (c) next, if an evaluation a finding cannot be obtained under either SUBDIVISION subdivision (a) or (b) of this SUBSECTION 5.3), by vote or consent of the holders of a majority of the outstanding shares of the Company Disinterested Shareholders' Common Stock that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation finding contemplated by this SUBSECTION Section 5.3 is not made within the prescribed time. The finding required by this SUBSECTION Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.