Common use of Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application Clause in Contracts

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than advances pursuant to Section 7 6 hereof, shall be made no later than 30 60 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3060-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreementprovided for in Sections 1(a), other than pursuant to Section 7 hereof, (b) or (e) shall be made no later than 30 ninety (90) days after receipt the Corporation is given notice of request by Indemnitee, provided that any indemnification under Sections 1(a) and (b) is authorized pursuant to Section 1(c). Any such request for indemnification must be made within ninety (90) days of the final adjudication, dismissal, or settlement of the matter for which Indemnitee seeks indemnification, unless an appeal is filed, in which case the request may be made within ninety (90) days after the appeal is resolved (hereafter referred to as “Final Disposition”). Upon such notice, if a quorum of directors who were not parties to the action, suit, or proceeding giving rise to indemnification is obtainable, the Corporation shall within two (2) weeks call a Board of Directors meeting to be held within four (4) weeks of such notice, to make a determination as to whether Indemnitee has met the applicable standard of conduct. Otherwise, if a quorum consisting of directors who were not parties in the relevant action, suit, or proceeding is not obtainable, the Corporation shall retain (at the Corporation’s expense) independent legal counsel chosen either jointly by the Corporation and Indemnitee or else by the Corporation’s counsel within two (2) weeks to make such determination. If notice of a request for payment of a claim under any statute, under this Agreement, or under the Corporation’s Certificate of Incorporation or Bylaws providing for indemnification or advance of expenses has been given to the Corporation by Indemnitee, and such claim is not paid in full by the Corporation within ninety (90) days of the written request later occurring of Indemniteethe giving of such notice and Final Disposition in case of indemnification and ten (10) days of the giving of such notice in case of advance of expenses, accompanied by substantiating documentationIndemnitee may, unless but need not, at any time thereafter bring an action against the Corporation to receive the unpaid amount of the claim or the expense advance and, if successful, Indemnitee shall also be paid for the expenses (including reasonable attorneys’ and experts’ fees) of bringing such action. It shall be a determination is made within said 30-day period defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit, or proceeding in advance of its Final Disposition) that Indemnitee has not met the relevant standards of conduct which make it permissible under applicable law for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties Corporation to such Proceedingindemnify Indemnitee for the amount claimed, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement and Indemnitee shall be enforceable entitled to receive interim payment of expenses pursuant to Section 1(d) unless and until such defense may be finally adjudicated by Indemnitee in any court order or judgment from which no further right of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporationappeal exists. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standards standard of conductconduct required by applicable law, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreementprovided for in Sections 1(a), other than pursuant to Section 7 hereof, (b) or (e) shall be made no later than 30 ninety (90) days after receipt the Bank is given notice of request by Indemnitee, provided that any indemnification under Sections 1(a) and (b) is authorized pursuant to Section 1(c). Any such request for indemnification must be made within ninety (90) days of the final adjudication, dismissal, or settlement of the matter for which Indemnitee seeks indemnification, unless an appeal is filed, in which case the request may be made within ninety (90) days after the appeal is resolved (hereafter referred to as “Final Disposition”). Upon such notice, if a quorum of directors who were not parties to the action, suit, or proceeding giving rise to indemnification is obtainable, the Bank shall within two (2) weeks call a Board of Directors meeting to be held within four (4) weeks of such notice, to make a determination as to whether Indemnitee has met the applicable standard of conduct. Otherwise, if a quorum consisting of directors who were not parties in the relevant action, suit, or proceeding is not obtainable, the Bank shall retain (at the Bank’s expense) independent legal counsel chosen by the Corporation Bank within two (2) weeks to make such determination. If notice of a request for payment of a claim under any statute, under this Agreement, or under the Bank’s Articles of Incorporation or Bylaws providing for indemnification or advance of expenses has been given to the Bank by Indemnitee, and such claim is not paid in full by the Bank within ninety (90) days of the written request later occurring of Indemniteethe giving of such notice and Final Disposition in case of indemnification and ten (10) days of the giving of such notice in case of advance of expenses, accompanied by substantiating documentationIndemnitee may, unless but need not, at any time thereafter bring an action against the Bank to receive the unpaid amount of the claim or the expense advance and, if successful, Indemnitee shall also be paid for the expenses (including reasonable attorneys’ and experts’ fees) of bringing such action. It shall be a determination is made within said 30-day period defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit, or proceeding in advance of its Final Disposition) that Indemnitee has not met the relevant standards of conduct which make it permissible under applicable law for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties Bank to such Proceedingindemnify Indemnitee for the amount claimed, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement and Indemnitee shall be enforceable entitled to receive interim payment of expenses pursuant to Section 1(d) unless and until such defense may be finally adjudicated by Indemnitee in any court order or judgment from which no further right of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporationappeal exists. Neither the failure of the Corporation Bank (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standards standard of conductconduct required by applicable law, nor an actual determination by the Corporation Bank (including its Board of Directors, any committee thereof, Directors or its independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 5 hereof, shall be made no later than 30 60 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3060-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advances under this AgreementSections 3, other than pursuant to Section 7 hereof4, 6 or 8 shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceedingproceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3, 4 or (d) the stockholders8 or an exclusion set forth in Section 9 is applicable. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this AgreementParagraphs 3, other than pursuant to Section 7 hereof, 4 and 5 shall be made no later than 30 thirty (30) days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30thirty-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 3, 4 or (d) the stockholders5. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that indemnification is the relevant standards have not appropriate been met by Indemnitee shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be (i) constitute a defense to the action or action, (ii) create a presumption that Indemnitee has not met the applicable standard of conduct, or (iii) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence. Indemnitee's expenses reasonably incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and 4 shall be made no later than 30 45 days after receipt by the Corporation of the a written request of therefor from Indemnitee, accompanied by substantiating documentation, unless a determination is in made within said 30-45 day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a1) the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors Directors who are not or were not parties to the Proceeding in respect of which such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directorswritten request is made, or if such directors so direct, (2) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum in not obtainable), that the Indemnitee has not met the applicable standard for indemnification set forth in Section 3 or 4 hereof, whichever shall be applicable; provided, however, that, notwithstanding the foregoing, following the occurrence of a Change in Control of the Corporation, the determination as to whether or not Indemnitee has met the applicable standard of indemnification set forth in Section 3 or 4 hereof, whichever shall be applicable, shall in all events be made by independent counsel selected as provided in paragraph (db) of this section. (b) The selection of independent counsel referred to in the stockholdersproviso of paragraph (a) of this section shall be made by Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld). If the Corporation and the Indemnitee are unable reasonably to agree on the selection of such independent counsel, such counsel shall be selected by lot from among the Phoenix, Arizona metropolitan area law firms having more that 50 attorneys, having a rating of “av” or better in the then current Martindale Xxxxxxx Law Directory and not having performed services for the Corporation or Indemnitee during the preceding five years. Such selection by lot shall be conducted by outside counsel named by the Corporation and be made in the presence of Indemnitee (and his/her legal counsel or either of them, as Indemnitee may elect). The outside counsel named by the Corporation and Indemnitee (and his/her legal counsel or either of them, as Indemnitee may elect) shall contact, in the order of their selection by lot, such law firms, requesting each such firm to accept the engagement to make the determination required hereunder until one of such firms accepts such engagement. Such independent counsel, among other things, shall render its written opinion to the Corporation and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under Section 3 or 4 of this Agreement, whichever shall be applicable. The Corporation agrees to pay the reasonable fees of such independent counsel and to indemnify such counsel fully against any and all expenses (including attorney’s fees), claims, liabilities and damages arising our of or relating to this Agreement or its engagement pursuant hereto. If, pursuant to the proviso of paragraph (a) of this Section, the determination as to whether or not Indemnitee has met the applicable standard of conduct for indemnification set forth in Section 3 or 4 hereof, whichever shall be applicable, is to be made by independent counsel selected in accordance with this paragraph, Indemnitee and the Corporation will use their best efforts to accomplish the selection of such independent counsel promptly enough to permit such independent counsel to make such determination within the 45- day period referred to in such paragraph (a). (c) The right to indemnification or and advances as provided by this Agreement shall be enforceable by Indemnitee in an action in any court of competent jurisdiction. The In such an action, the burden of proving that indemnification is not appropriate required hereunder shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors and independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such an indemnification action that indemnification is proper and in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, directors and independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the such action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses reasonably incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in connection with any Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 5 hereof, shall be made no later than 30 45 days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a1) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b2) by a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c3) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d4) by the stockholdersmembers, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel or its stockholdersmembers) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel or its stockholdersmembers) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advances under this AgreementSections 3, other than pursuant to Section 7 hereof4, 6 or 8 shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceedingproceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3, 4 or (d) the stockholders8 or an exclusion set forth in Section 9 is applicable. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses incurred in connection with successfully establishing Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim payment under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 days after receipt by the Corporation MLP and the Company of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersequity owners. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the CorporationMLP and the Company. Neither the failure of the Corporation MLP or the Company (including its Board of Directors, any committee thereof, independent legal counsel or its stockholdersequity owners) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation MLP and the Company (including its Board of Directors, any committee thereof, independent legal counsel or its stockholdersequity owners) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and 4 shall be made as soon as practicable but in any event no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, . (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. (c) The Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses incurred in connection with successfully establishing her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 4 hereof, shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board board of Directors directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the stockholdersrelevant standards for indemnification set forth in Section 2 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board board of Directors, any committee thereof, directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board board of Directors, any committee thereof, directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under Section 4 and/or 5 of this Agreement, other than pursuant to Section 7 hereof, Agreement shall be made no later than 30 45 days after receipt by the Corporation of the a written request of IndemniteeIndemnitee in accordance with Section 10 of this Agreement. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Company only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors of the Company (or a duly constituted committee thereof), consisting of directors who are not or were not parties to of such Proceeding, ; (b) a committee approval of the Board of Directors designated by majority vote shareholders (as defined in Section 153 of the Board of DirectorsCalifornia Corporations Code), even though less than a quorum, with Indemnitee shares not being entitled to vote thereon; (c) if there are no the court in which such directorsProceeding is or was pending upon application made by the Company, Indemnitee or if any person rendering services in connection with Indemnitee’s defense, whether or not the Company opposes such directors so directapplication; or (d) to the extent permitted by law, by independent legal counsel in a written opinion or (d) the stockholdersopinion. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards Applicable Standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard Applicable Standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard Applicable Standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company; provided, however, that if Indemnitee is only partially successful, only an equitably allocated portion of such Expenses shall be indemnified. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, or penalties actually and reasonably incurred by him or her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines, or penalties to which Indemnitee is entitled. The Company’s obligations to advance or indemnify hereunder shall be deemed satisfied to the extent of any payments made by an insurer on behalf of the Company or Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any (a) Subject to Paragraph 8 of this Agreement, Indemnitee will be presumed to be entitled to indemnification claim under this Agreement. The burden of proving that indemnification or advances of Expenses are not appropriate shall, other than pursuant to Section 7 hereofthe extent permitted by law, be on the Corporation. (b) Any indemnification under Paragraph 3 shall be made paid by the Corporation no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period by (i) the Board of Directors by a majority vote of directors who are not and were not parties to the Claim in respect of which indemnification is being sought ("Disinterested Directors"), (ii) a committee of the Board of Directors comprised of Disinterested Directors or (iii) independent legal counsel in a written opinion, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof this Agreement. In any such case, the Corporation shall send prompt written notice to the Indemnitee of such determination. If requested by the Indemnitee in writing, any such determination shall be made by independent legal counsel not previously employed by the Corporation or any Affiliate thereof. (ac) Indemnitee will be entitled to a hearing before the Board of Directors of Corporation or the Disinterested Directors and/or any other person or persons making a determination and evaluation under Paragraph 7(b). Indemnitee will be entitled to be represented by a majority vote counsel at such hearing. The cost of a quorum consisting of directors who are not or were not parties to such Proceeding, any determination and evaluation under Paragraph 7(b) (bincluding attorneys' fees and other expenses incurred by Indemnitee in preparing for and attending the hearing contemplated by Paragraph 7 and otherwise in connection with the determination and evaluation under Paragraph 7) a committee of will be borne by the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or Corporation. (d) the stockholders. The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. (e) With respect to any Claim for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Claim, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Claim but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Claim shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Claim, (iii) the named parties in any such Claim (including any impleaded parties) include both the Corporation and Indemnitee, and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Corporation, (iv) any such representation by the Corporation would be precluded under the applicable standards of professional conduct then prevailing or (v) the Corporation shall not in fact have employed counsel to assume the defense of a Claim, in each of which cases the fees and expenses of Indemnitee 's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Claim brought by or in the right of the Corporation. (f) The Corporation shall pay to Indemnitee, at the time payments are made to Indemnitee for Expenses pursuant to this Agreement, an additional payment (the "Gross Up Amount") such that after payment of all taxes, if any, on payments so made, including the amount of the Gross Up Amount, Indemnitee retains an amount equal to the amount to be received.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreementprovided for in subparagraphs (a), other than pursuant to Section 7 hereof, (b) or (e) shall be made no later than 30 ninety (90) days after receipt the Association is given notice of request by Indemnitee, provided that such request is made after final adjudication, dismissal, or settlement unless an appeal is filed, in which case the request is made after the appeal is resolved (hereafter referred to as "Final Disposition"). Upon such notice, if a quorum of directors who were not parties to the action, suit, or proceeding giving rise to indemnification is obtainable, the Association shall within two (2) weeks call a Board of Directors meeting to be held within four (4) weeks of such notice, to make a determination as to whether Indemnitee has met the applicable standard of conduct. Otherwise, if a quorum consisting of directors who were not parties in the relevant action, suit, or proceeding is not obtainable, the Association shall retain (at the Association's expense) independent legal counsel chosen either jointly by the Corporation Association and Indemnitee or else by Association counsel within two (2) weeks to make such determination. If (1) at such directors meeting such a quorum is not obtained or, if obtained, refuses to make such determination or (2) if such legal counsel is not so retained or, if retained, does not make such determination within four (4) weeks, then the Board of Directors shall cause a shareholders meeting to be held within four (4) weeks to make such a determination. If notice of a request for payment of a claim under any statute, under this Agreement, or under the Association's Articles of Association or Bylaws providing for indemnification or advance of expenses has been given to the Association by Indemnitee, and such claim is not paid in full by the Association within ninety (90) days of the written request later occurring of Indemniteethe giving of such notice and Final Disposition in case of indemnification and twenty (20) days of the giving of such notice in case of advance of expenses, accompanied by substantiating documentationIndemnitee may, unless but need not, at any time thereafter bring an action against the Association to receive the unpaid amount of the claim or the expense advance and, if successful, Indemnitee shall also be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a determination is made within said 30-day period defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit, or proceeding in advance of its Final Disposition) that Indemnitee has not met the relevant standards of conduct which make it permissible under applicable law for indemnification set forth in Section 3 hereof by (a) the Board Association to indemnify Indemnitee for the amount claimed, and Indemnitee shall be entitled to receive interim payment of Directors by a majority vote of a quorum consisting of directors who are not or were not parties expenses pursuant to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or Subparagraph (d) the stockholders. The unless and until such defense may be finally adjudicated by court order or judgment from which no further right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporationappeal exists. Neither the failure of the Corporation Association (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standards standard of conductconduct required by applicable law, nor an actual determination by the Corporation Association (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 5 hereof, shall be made no later than 30 45 days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a1) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b2) by a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c3) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d4) by the stockholders, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim or advancement of Expenses under this Agreement, other than pursuant to Section 7 hereof, Agreement shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof the relevant section or sections of this Agreement by either: (ai) the If a Change of Control shall not have occurred: (A) The Board of Directors by a majority vote of a quorum consisting of directors who were not and are not or were not parties to such Proceedingthe Proceeding in respect of which indemnification is being sought (“Disinterested Directors”), or (bB) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if If there are no such directorsDisinterested Directors, or of if such directors Disinterested Directors so direct, independent legal counsel by Independent Counsel in a written opinion or opinion, or (dC) The stockholders of the stockholders. The Corporation by vote of a majority of a quorum at a meeting duly called and held; or (ii) If a Change of Control shall have occurred, by Independent Counsel in a written opinion. (b) Indemnitee’s right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that such indemnification or advancement is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its the Board of Directors, any committee thereof, independent legal counsel or its Independent Counsel or the stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its the Board of Directors, any committee thereof, independent legal counsel or its Independent Counsel or the stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (c) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee and shall not be advanced or indemnified by the Corporation, unless: (i) The employment of counsel by Indemnitee has been authorized by the Corporation, or (ii) Indemnitee shall have reasonably concluded, in writing sent to the Corporation, that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) The Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, or (iv) Such Expenses of counsel are actually and reasonably incurred in connection with successfully establishing, in whole or in part, Indemnitee’s right to indemnification or advancement of Expenses under this Agreement or otherwise, in each of which cases the fees and expenses of Indemnitee’s counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this AgreementSections 3, other than pursuant to Section 4 and 7 hereof, shall be made as soon as practicable but in any event no later than 30 thirty (30) days after receipt by the Corporation of the written request of Indemnitee. The provisions of Article Tenth, accompanied by substantiating documentationSection 4 of the second amended and restated certificate of incorporation, unless a determination is made within said 30-day period that Indemnitee has and as amended hereafter, shall not met the relevant standards for be applicable to indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, under this agreement. (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in an action in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with any Proceeding which establishes Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. (c) The Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any Corporation insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section and/or 7 hereof, hereof shall be made no later than 30 45 days after receipt by the Corporation of the a written request of IndemniteeIndemnitee in accordance with Paragraph 12 hereof. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Company only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors (or a duly constituted committee thereof), consisting of directors who are not or were not parties to such Proceeding, proceeding; (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such a quorum of directors so directis not obtainable, by independent legal counsel in a written opinion opinion, (c) approval of the shareholders (as defined in Section 153 of the California Corporations Code), with the Indemnitee shares not being entitled to vote thereon; or (d) the stockholderscourt in which such proceeding is or was pending upon application made by the Company, the Indemnitee or any person rendering services in connection with Indemnitee's defense, whether or not the Company opposes such application. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company; provided, however, that if Indemnitee is only partially successful, only an equitably allocated portion of such Expenses shall be indemnified. If Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify Indemnitee's estate and his or her spouse, heirs, administrators and executors against and shall assume all of the Expenses, judgments, penalties and fines actually and reasonably incurred by or for Indemnitee or his estate, in connection with the investigation, defense, settlement or appeal of any such action, suit or proceeding; provided, however, that when requested in writing by the spouse of Indemnitee, and/or the heirs, executors or administrators of Indemnitee's estate, the Company shall provide appropriate evidence of the Agreement set our herein to indemnify Agent against and to itself assume such costs, liabilities and Expenses. If Indemnitee is entitled under any provision of this Agreement or indemnification by the Company for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by him in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines or penalties to which Indemnitee is entitled. Company's obligations to advance or indemnify hereunder shall be deemed satisfied to the extent of any payments made by an insurer on behalf of Company or Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim payment under this Agreement, other than pursuant to Section 7 5 hereof, shall be made no later than 30 45 days after receipt by the Corporation MLP and the Company of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a1) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b2) by a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c3) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d4) by the stockholders, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the CorporationMLP and the Company. Neither the failure of the Corporation MLP or the Company (including its the Board of Directors, any committee thereof, any independent legal counsel or its stockholdersany equity owner thereof) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation MLP or the Company (including its the Board of Directors, any committee thereof, any independent legal counsel or its stockholdersany equity owner thereof) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim or advancement of Expenses under this Agreement, other than pursuant to Section 7 hereof, Agreement shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by either: (ai) the The Board of Directors by a majority vote of a quorum consisting of directors who were not and are not or were not parties to such Proceedingthe Proceeding in respect of which indemnification is being sought, or (bii) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent Independent legal counsel in a written opinion opinion, or (iii) The stockholders of the Corporation by vote of a majority of a quorum at a meeting duly called and held, that Indemnitee has not met the standards for indemnification set forth in the relevant section or sections of this Agreement. (db) the stockholders. The Indemnitee’s right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that such indemnification or advancement is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its the Board of Directors, any committee thereof, or independent legal counsel or its the stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its the Board of Directors, any committee thereof, or independent legal counsel or its the stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (c) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee and shall not be advanced or indemnified by the Corporation, unless: (i) The employment of counsel by Indemnitee has been authorized by the Corporation, or (ii) Indemnitee shall have reasonably concluded, in writing sent to the Corporation, that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) The Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, or (iv) Such Expenses of counsel are actually and reasonably incurred in connection with successfully establishing, in whole or in part, Indemnitee’s right to indemnification or advancement of Expenses under this Agreement or otherwise, in each of which cases the fees and expenses of Indemnitee’s counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof5, shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period by independent legal counsel (unless Xxxxxxxxxx requests, in his or her sole discretion, that such determination be made by the Board of Directors or the shareholders) in a written opinion that Indemnitee has not met the relevant standards for indemnification set forth indemnification. As used in Section 3 hereof by this Agreement, “independent legal counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not Corporation, its controlling shareholder group, or were not parties Indemnitee in any matter material to any such Proceeding, party; or (b) any other party to the Proceeding giving rise to a committee claim for indemnification. Notwithstanding the foregoing, the term “independent legal counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Indemnitee shall 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 Corporation (irrespective of the Board of Directors designated by majority vote of determination as to Indemnitee's entitlement to indemnification), and the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersCorporation indemnifies and agrees to hold Indemnitee harmless therefrom. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any (a) Subject to Paragraph 8 of this Agreement, Indemnitee will be presumed to be entitled to indemnification claim under this Agreement, . The burden of proving that indemnification or advances of Expenses are not appropriate shall be on the Corporation. (b) Any indemnification under Paragraphs 3 and 4 (other than pursuant to Section 7 hereof, the advancement of Expenses) shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said the 30-day period by (i) the Board of Directors by a majority vote of directors who are not and were not parties to the Proceeding in respect of which indemnification is being sought (“Disinterested Directors”), (ii) a committee of the Board of Directors comprised of Disinterested Directors or (iii) independent legal counsel in a written opinion (which counsel shall be appointed by a vote of the Disinterested Directors), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof and 4. If requested by the Indemnitee in writing, any such determination shall be made by independent legal counsel not previously employed by the Corporation or any Affiliate thereof (a“Affiliate” having the meaning defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended). (c) Indemnitee will be entitled to a hearing before the Board of Directors of Corporation or the Disinterested Directors and/or any other person or persons making a determination and evaluation under Paragraph 7(b). Indemnitee will be entitled to be represented by a majority vote counsel at such hearing. The cost of a quorum consisting of directors who are not or were not parties to such Proceeding, any determination and evaluation under Paragraph 7(b) (bincluding attorneys’ fees and other expenses incurred by Indemnitee in preparing for and attending the hearing contemplated by Paragraph 7 and otherwise in connection with the determination and evaluation under Paragraph 7) a committee of will be borne by the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or Corporation. (d) the stockholders. The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. (e) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee ’s counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation. (f) The Corporation shall pay to Indemnitee, at the time payments are made to Indemnitee for Expenses, judgments, fines or penalties pursuant to this Agreement, an additional payment (the “Gross Up Amount”) such that after payment of all taxes, if any, on payments so made, including the amount of the Gross Up Amount, Indemnitee retains an amount equal to the amount to be received.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 5 hereof, shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a1) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b2) by a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c3) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d4) by the stockholders, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementXxxxxxxxx 0, other than pursuant to Section 7 hereof, shall be 0 xx 0 xxxxx xx made no later than 30 days after receipt by the Corporation of the written request of Indemniteethe Indemnitee therefor, accompanied by substantiating documentationunless, unless in the case of an indemnification, a determination is made within said 30-day period by (a) the Board of Directors of the Corporation by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or if a quorum cannot be obtained, by a majority vote of a committee designated by the board of directors, which committee shall consist of two or more directors not parties to the Proceedings, except that directors who are parties to the Proceedings may participate in designation of the committee or (b) independent legal counsel in a written opinion (which counsel shall be appointed by the majority vote of the full board of directors including parties to the Proceedings) that the Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The Corporation shall bear the burden of proving that indemnification is or advances are not appropriate shall be on the Corporationappropriate. Neither the The failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has shall not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee's Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any (a) Subject to Paragraph 8 of this Agreement, Indemnitee will be presumed to be entitled to indemnification claim under this Agreement, . The burden of proving that indemnification or advances of Expenses are not appropriate shall be on the Corporation. (b) Any indemnification under Paragraphs 3 and 4 (other than pursuant to Section 7 hereof, the advancement of Expenses) shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said the 30-day period by (i) the Board of Directors by a majority vote of directors who are not and were not parties to the Proceeding in respect of which indemnification is being sought (“Disinterested Directors”), (ii) a committee of the Board of Directors comprised of Disinterested Directors or (iii) independent legal counsel in a written opinion (which counsel shall be appointed by a vote of the Disinterested Directors), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof and 4. If requested by the Indemnitee in writing, any such determination shall be made by independent legal counsel not previously employed by the Corporation or any Affiliate thereof (a“Affiliate” having the meaning defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended). (c) Indemnitee will be entitled to a hearing before the Board of Directors of Corporation or the Disinterested Directors and/or any other person or persons making a determination and evaluation under Paragraph 7(b). Indemnitee will be entitled to be represented by a majority vote counsel at such hearing. The cost of a quorum consisting of directors who are not or were not parties to such Proceeding, any determination and evaluation under Paragraph 7(b) (bincluding attorneys’ fees and other expenses incurred by Indemnitee in preparing for and attending the hearing contemplated by Paragraph 7 and otherwise in connection with the determination and evaluation under Paragraph 7) a committee of will be borne by the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or Corporation. (d) the stockholders. The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. (e) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee ‘s counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation. (f) The Corporation shall pay to Indemnitee, at the time payments are made to Indemnitee for Expenses, judgments, fines or penalties pursuant to this Agreement, an additional payment (the “Gross Up Amount”) such that after payment of all taxes, if any, on payments so made, including the amount of the Gross Up Amount, Indemnitee retains an amount equal to the amount to be received.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim or advancement of Expenses under this Agreement, other than pursuant to Section 7 hereof, Agreement shall be made paid by the Corporation no later than 30 thirty (30) days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, . (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The Indemnitee’s right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that such indemnification or advancement is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board the board of Directors, any committee thereofdirectors, independent legal counsel counsel, or its the stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board the board of Directors, any committee thereofdirectors, independent legal counsel or its the stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (c) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Corporation will be entitled to participate therein, to the extent permissible in such Proceeding, at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee and shall not be advanced or indemnified by the Corporation, unless: (i) The employment of counsel by Indemnitee has been authorized by the Corporation, or (ii) Indemnitee shall have reasonably concluded, in writing sent to the Corporation, that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) The Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, or (iv) Such Expenses of counsel are actually and reasonably incurred in connection with successfully establishing, in whole or in part, Indemnitee’s right to indemnification or advancement of Expenses under this Agreement or otherwise, in each of which cases the fees and expenses of Indemnitee’s counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, 3 shall be made or paid by the Company no later than 30 calendar days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentationany Indemnitee therefor, unless a determination is made within said 30-such 30 calendar day period that Indemnitee the applicable Director has not met the relevant standards or other conditions for indemnification set forth in Section 3 hereof by 3. Such determination shall be made (a) the Board of Directors by a majority vote of a quorum consisting of directors members of the Board of Directors who are not or were not parties to such Proceeding, the Proceedings; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors of the Company, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not parties to the Proceedings; (c) by Independent Legal Counsel selected by the Board of Directors of the Company or a committee of the Board of DirectorsDirectors of the Company by vote as set forth in Subsection (a) and (b) of this Section 4, even though less than a quorumor, (c) if there are no such directors, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors so direct, independent legal counsel in a written opinion of the Company; or (d) by the stockholdersstockholders in a vote that excludes the shares held by directors who are parties to the Proceedings (in any such case, the "Reviewing Party"). The right In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitees are entitled to indemnification or advances as provided by under any provision of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The Agreement, the burden of proving that indemnification is not appropriate proof shall be on the CorporationCompany to establish that the Indemnitees are not so entitled. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee If there has met the applicable standards of conduct, nor an actual been no determination by the Corporation (including its Board Reviewing Party or if the Reviewing Party determines that Indemnitees substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitees shall have the right to commence litigation in any court in the State of Directors, Nevada having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any committee such determination by the Reviewing Party or any aspect thereof, independent legal counsel or its stockholders) that Indemnitee has not met and the Company hereby consents to service of process and to appear in any such applicable standard of conduct, proceeding. Any determination by the Reviewing Party otherwise shall be a defense to conclusive and binding on the action or create a presumption that Indemnitee has not met the applicable standard of conductCompany and Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any advance under Paragraphs 5 and/or 6 hereof or indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 45 days after receipt by the Corporation of the a written request of IndemniteeIndemnitee in accordance with Paragraph 11 hereof. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Company only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors (or a duly constituted committee thereof), consisting of directors who are not or were not parties to such Proceeding, ; (b) a committee approval of the Board of Directors designated by majority vote shareholders (as defined in Section 153 of the Board of DirectorsCalifornia Corporations Code, even though less than a quorumas that Section reads at present), with the Indemnitee's shares not being entitled to vote thereon; (c) if there are no the court in which such directorsProceeding is or was pending upon application made by the Company, the Indemnitee or if any person rendering services in connection with Indemnitee's defense, whether or not the Company opposes such directors so direct, independent legal counsel in a written opinion application; or (d) to the stockholdersextent permitted by law, by Independent Legal Counsel in a written opinion. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards Applicable Standard of conductConduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Legal Counsel) that Indemnitee has not met such applicable standard Applicable Standard of conductConduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard Applicable Standard of conductConduct. Indemnitee's Expenses incurred in connection with successfully establishing Indemnitee's right to indemnification or advances in any such Proceeding shall also be indemnified by the Company; provided, however, that if Indemnitee is only partially successful in establishing Indemnitee's right to indemnification or advances, only an equitably allocated portion of such Expenses, as determined by the court, shall be indemnified. If Indemnitee is entitled under any provision of this Agreement or indemnification by the Company, for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines or penalties to which Indemnitee is entitled.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any advance under Paragraphs 5 and/or 6 hereof or indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 45 days after receipt by the Corporation of the a written request of IndemniteeIndemnitee in accordance with paragraph 11 hereof. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Company only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors (or a duly constituted committee thereof), consisting of directors who are not or were not parties to such Proceeding, ; (b) a committee approval of the Board of Directors designated by majority vote shareholders (as defined in Section 153 of the Board of DirectorsCalifornia Corporations Code, even though less than a quorumas that Section reads at present), with the Indemnitee’s shares not being entitled to vote thereon; (c) if there are no the court in which such directorsProceeding is or was pending upon application made by the Company, the Indemnitee or if any person rendering services in connection with Indemnitee’s defense, whether or not the Company opposes such directors so direct, independent legal counsel in a written opinion application; or (d) to the stockholdersextent permitted by law, by independent Legal Counsel in a written opinion. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards Applicable Standard of conductConduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Legal Counsel) that Indemnitee has not met such applicable standard Applicable Standard of conductConduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard Applicable Standard of conductConduct. Indemnitee’s Expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification or advances, only an equitably allocated portion of such Expenses, a determined by the court, shall be indemnified. If Indemnitee is entitled under any provision of this Agreement or indemnification by the Company, for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines or penalties to which Indemnitee is entitled.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any (a) Subject to Paragraph 8 of this Agreement, Indemnitee will be presumed to be entitled to indemnification claim under this Agreement, . The burden of proving that indemnification or advances of Expenses are not appropriate shall be on the Corporation. (b) Any indemnification under Paragraphs 3 and 4 (other than pursuant to Section 7 hereof, the advancement of Expenses) shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said the 30-day period by (i) the Board of Directors by a majority vote of directors who are not and were not parties to the Proceeding in respect of which indemnification is being sought ("Disinterested Directors"), (ii) a committee of the Board of Directors comprised of Disinterested Directors or (iii) independent legal counsel in a written opinion (which counsel shall be appointed by a vote of the Disinterested Directors), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof and 4. If requested by the Indemnitee in writing, any such determination shall be made by independent legal counsel not previously employed by the Corporation or any Affiliate thereof (a"Affiliate" having the meaning defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended). (c) Indemnitee will be entitled to a hearing before the Board of Directors of Corporation or the Disinterested Directors and/or any other person or persons making a determination and evaluation under Paragraph 7(b). Indemnitee will be entitled to be represented by a majority vote counsel at such hearing. The cost of a quorum consisting of directors who are not or were not parties to such Proceeding, any determination and evaluation under Paragraph 7(b) (bincluding attorneys' fees and other expenses incurred by Indemnitee in preparing for and attending the hearing contemplated by Paragraph 7 and otherwise in connection with the determination and evaluation under Paragraph 7) a committee of will be borne by the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or Corporation. (d) the stockholders. The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. (e) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee 's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation. (f) The Corporation shall pay to Indemnitee, at the time payments are made to Indemnitee for Expenses, judgments, fines or penalties pursuant to this Agreement, an additional payment (the "Gross Up Amount") such that after payment of all taxes, if any, on payments so made, including the amount of the Gross Up Amount, Indemnitee retains an amount equal to the amount to be received.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing his/her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company. 3 Exhibit 10(uuu) 8.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any (a) To obtain indemnification claim under this Agreement, other than pursuant the Indemnitee shall submit to Section 7 hereof, shall be made no later than 30 days after receipt by the Corporation Company a written request for payment of the written appropriate Indemnified Amounts, including with such request such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of Indemniteethe Company shall, accompanied by substantiating documentationpromptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. (b) The Company shall pay the Indemnitee the appropriate Indemnified Amounts unless a it is established that the Indemnitee has not met any applicable standard of conduct of the Express Permitted Indemnification Provisions. (c) Any determination is made within said 30-day period that the Indemnitee has not met the relevant standards applicable standard of conduct required to qualify for indemnification set forth in Section 3 hereof shall be made (i) either by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties of such action, suit or proceeding or (ii) by independent legal counsel (who may be the outside counsel regularly employed by the Company), provided that the manner in which (and, if applicable, the counsel by which) the right to indemnification is to be determined shall be approved in advance in writing by both the highest ranking executive officer of the Company who is not party to such Proceedingaction (sometimes hereinafter referred to as the “Senior Officer”) and by the Indemnitee. In the event that such parties are unable to agree on the manner in which any such determination is to be made, such determination shall be made by independent legal counsel retained by the Company especially for such purpose, provided that such counsel be approved in advance in writing by both the Senior Officer and Indemnitee and provided further, that such counsel shall not be outside counsel regularly employed by the Company. The fees and expenses of counsel in connection with making said determination contemplated hereunder shall be paid by the Company, and if requested by such counsel, the Company shall give such counsel an appropriate written agreement with respect to the payment of their fees and expenses and such other matters as may be reasonably requested by counsel. (bd) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, The Company will use its best efforts to conclude as soon as practicable any required determination pursuant to subsection (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) above and promptly will advise the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in writing with respect to any determination that the Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. Payment of any applicable Indemnified Amounts will be made to the Indemnitee within ten (10) days after any determination of the Indemnitee’s entitlement to indemnification. (e) Notwithstanding the foregoing, the Indemnitee may, at any time after sixty (60) days after a claim for Indemnified Amounts has been filed with the Company (or upon receipt of written notice that a claim for Indemnified Amounts has been rejected, if earlier) and before three (3) years after a claim for Indemnified Amounts has been filed, petition a court of competent jurisdictionjurisdiction to determine whether the Indemnitee is entitled to indemnification under the provisions of this Agreement, and such court shall thereupon have the exclusive authority to make such determination unless and until such court dismisses or otherwise terminates such action without having made such determination. The burden court shall, as petitioned, make an independent determination of proving that whether the Indemnitee is entitled to indemnification is not appropriate shall be on the Corporation. Neither the failure as provided under this Agreement, irrespective of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have prior determination made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, or independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conductcounsel.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 4 hereof, shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination unless, in the case of indemnification that is made permissive under the Texas Act, within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (ai) the Board of Directors by a majority vote of a quorum consisting of directors who who, at the time of the vote, are not or were not parties to such ProceedingProceeding or, (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors Directors, designated by a majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such all directors, consisting solely of two or if more directors who, at the time of the vote are not parties to such directors so directproceedings, or (ii) independent legal counsel in a written opinion or (dwhich counsel shall be appointed as set forth in (i) above, unless such quorum cannot be obtained and such committee cannot be established, by a majority vote of all directors), determines that Indemnitee has not met the stockholdersstandards contained in the Texas Act that must be satisfied for indemnification to be available. (b) It is the intent of this Agreement to secure for Indemnitee rights of indemnification that are as favorable as may be permitted under the law and public policy of the State of Texas. The right In making a determination with respect to entitlement to indemnification hereunder, the person or advances as provided by persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement Agreement. Anyone seeking to overcome this presumption shall be enforceable by Indemnitee in any court of competent jurisdiction. The have the burden of proving that indemnification is not appropriate shall be on proof and the Corporationburden of persuasion, by clear and convincing evidence. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and/or 4 shall be made or paid by the Company no later than 30 days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentationIndemnitee therefor, unless a determination is made within said such 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (ai) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, Proceedings (b) unless a committee Change of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directorsControl has occurred), or if such directors so direct, independent legal counsel (ii) Independent Legal Counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement which counsel shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification appointed as hereinafter provided if such a quorum is not appropriate shall be on the Corporation. Neither the failure obtainable or if a Change of the Corporation (including its Board of DirectorsControl has occurred), any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard relevant standards for indemnification set forth in Sections 3 and/or 4. In any case in which Indemnitee reasonably and in good faith believes that the determination required by the foregoing provisions of conductthis Section must be made by Independent Legal Counsel, Indemnitee shall (concurrently with his request for indemnification under Sections 3 and/or 4) so advise the Company and shall specify the names of not less than three acceptable alternative choices for such Independent Legal Counsel, one of which shall promptly be selected by a majority of the directors of the Company (without the vote or participation of Indemnitee) as Independent Legal Counsel, and Indemnitee shall be promptly notified of such selection. The Company agrees to pay the fees of any Independent Legal Counsel required by this Agreement and to indemnify such counsel against all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, SECTION 3 shall be made or paid by the Company no later than 30 calendar days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentationany Indemnitee therefor, unless a determination is made within said 30-such 30 calendar day period that Indemnitee the applicable Director has not met the relevant standards or other conditions for indemnification set forth in Section 3 hereof by SECTION 3. Such determination shall be made (a) the Board of Directors by a majority vote of a quorum consisting of directors members of the Board of Directors who are not or were not parties to such Proceeding, the Proceedings; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors of the Company, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not parties to the Proceedings; (c) by Independent Legal Counsel selected by the Board of Directors of the Company or a committee of the Board of DirectorsDirectors of the Company by vote as set forth in SUBSECTION (a) and (b) of this SECTION 4, even though less than a quorumor, (c) if there are no such directors, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors so direct, independent legal counsel in a written opinion of the Company; or (d) by the stockholdersstockholders in a vote that excludes the shares held by directors who are parties to the Proceedings (in any such case, the "REVIEWING PARTY"). The right In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitees are entitled to indemnification or advances as provided by under any provision of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The Agreement, the burden of proving that indemnification is not appropriate proof shall be on the CorporationCompany to establish that the Indemnitees are not so entitled. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee If there has met the applicable standards of conduct, nor an actual been no determination by the Corporation (including its Board Reviewing Party or if the Reviewing Party determines that Indemnitees substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitees shall have the right to commence litigation in any court in the State of Directors, Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any committee such determination by the Reviewing Party or any aspect thereof, independent legal counsel or its stockholders) that Indemnitee has not met and the Company hereby consents to service of process and to appear in any such applicable standard of conduct, proceeding. Any determination by the Reviewing Party otherwise shall be a defense to conclusive and binding on the action or create a presumption that Indemnitee has not met the applicable standard of conductCompany and Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Paragraphs 3 and 4 or advance under Paragraph 6 (unless ordered by the court) shall be made paid by the Corporation to the fullest extent permitted by applicable law in effect as of the date hereof and to such greater extent as applicable law may thereafter from time to time permit, as soon as practicable but in any event no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-30 day period by (1) the Board of Directors by a majority of directors who were not parties to the Proceeding in respect of which indemnification is being sought event though less than a quorum; or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if there are no such directors, or if such directors so elect independent legal counsel in a written opinion, that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, and 4. (b) In the case of a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than determination made in accordance with this paragraph that Indemnitee is not entitled to whole or partial indemnification with respect to a quorum, (c) if there are no such directorsspecific Proceeding, or if a failure by any such directors so directforum to make any determination, independent legal counsel in a written opinion or (d) Indemnitee shall have the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in apply to any court of competent jurisdictionjurisdiction for the purpose of enforcing Indemnitee's right to indemnification pursuant to this Agreement or to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by such forum or any aspect thereof, including the legal or factual bases therefor, and the Corporation hereby consents to service of process and to appear in any such proceeding. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any a committee thereof, thereof or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any a committee thereof, thereof or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or nor create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses actually and reasonably incurred in connection with successfully establishing his right to indemnification or advance, in whole or in part, shall also be indemnified by the Corporation. (c) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, 3 shall be made or paid by the Company no later than 30 calendar days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentationIndemnitee therefor, unless a determination is made within said 30-such 30 calendar day period that Indemnitee the applicable Director has not met the relevant standards or other conditions for indemnification set forth in Section 3 hereof by 3. Such determination shall be made (a) the Board of Directors by a majority vote of a quorum consisting of directors members of the Board of Directors who are not or were not parties to such Proceeding, the Proceedings; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors of the Company, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not parties to the Proceedings; (c) by Independent Legal Counsel selected by the Board of Directors of the Company or a committee of the Board of DirectorsDirectors of the Company by vote as set forth in Subsection (a) and (b) of this Section 4, even though less than a quorumor, (c) if there are no such directors, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors so direct, independent legal counsel in a written opinion of the Company; or (d) by the stockholdersstockholders in a vote that excludes the shares held by directors who are parties to the Proceedings (in any such case, the “Reviewing Party”). The right In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to indemnification or advances as provided by under any provision of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The Agreement, the burden of proving that indemnification is not appropriate proof shall be on the CorporationCompany to establish that the Indemnitee is not so entitled. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee If there has met the applicable standards of conduct, nor an actual been no determination by the Corporation (including its Board Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the State of Directors, Colorado having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any committee such determination by the Reviewing Party or any aspect thereof, independent legal counsel or its stockholders) that Indemnitee has not met and the Company hereby consents to service of process and to appear in any such applicable standard of conduct, proceeding. Any determination by the Reviewing Party otherwise shall be a defense to conclusive and binding on the action or create a presumption that Indemnitee has not met the applicable standard of conductCompany and Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under paragraphs 5 and/or 6 of this Agreement, other than pursuant to Section 7 hereof, Agreement shall be made no later than 30 45 days after receipt by the Corporation of the a written request of IndemniteeIndemnitee in accordance with paragraph 11 of this Agreement. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Bank only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors (or a duly constituted committee thereof), consisting of directors who are not or were not parties to of such Proceeding, ; (b) a committee approval of the Board of Directors designated by majority vote shareholders (as defined in Section 153 of the Board of DirectorsCalifornia Corporations Code), even though less than a quorum, with Indemnitee shares not being entitled to vote thereon; (c) if there are no the court in which such directorsproceeding is or was pending upon application made by the Bank, Indemnitee or if any person rendering services in connection with Indemnitee's defense, whether or not the Bank opposes such directors so directapplication; or (d) to the extent permitted by law, by independent legal counsel in a written opinion or (d) the stockholdersopinion. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationBank. Neither the failure of the Corporation Bank (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards of conductApplicable Standard, nor an actual determination by the Corporation Bank (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conductApplicable Standard, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified and reimbursed by the Bank; provided, however, that if Indemnitee is only partially successful, only an equitably allocated portion of such expenses shall be indemnified and reimbursed. Except to the extent that such indemnification is prohibited by applicable federal law or regulation, if Indemnitee is entitled under any provision of this Agreement to indemnification by the Bank for some or a portion of the Expenses, judgments, fines, or penalties actually and reasonably incurred by him or her in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Bank shall nevertheless indemnify Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines, or penalties to which Indemnitee is entitled. The Bank's obligations to advance or indemnify hereunder shall be deemed satisfied to the extent of any payments made by an insurer on behalf of the Bank or Indemnitee in satisfaction of claims against Indemnitee for which he or she seeks indemnification from Bank.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreementprovided for in subparagraphs (a), other than pursuant to Section 7 hereof, (b) or (e) shall be made no later than 30 ninety (90) days after receipt the Company is given notice of request by Indemnitee, provided that such request is made after final adjudication, dismissal, or settlement unless an appeal is filed, in which case the request is made after the appeal is resolved (hereafter referred to as "Final Disposition"). Upon such notice, if a quorum of directors who were not parties to the action, suit, or proceeding giving rise to indemnification is obtainable, the Company shall within two (2) weeks call a Board of Directors meeting to be held within four (4) weeks of such notice, to make a determination as to whether Indemnitee has met the applicable standard of conduct. Otherwise, if a quorum consisting of directors who were not parties in the relevant action, suit, or proceeding is not obtainable, the Company shall retain (at the Company's expense) independent legal counsel chosen either jointly by the Corporation Company and Indemnitee or else by Company counsel within two (2) weeks to make such determination. If (1) at such directors meeting such a quorum is not obtained or, if obtained, refuses to make such determination or (2) if such legal counsel is not so retained or, if retained, does not make such determination within four (4) weeks, then the Board of Directors shall cause a shareholders meeting to be held within four (4) weeks to make such a determination. If notice of a request for payment of a claim under any statute, under this Agreement, or under the Company's Articles of Company or Bylaws providing for indemnification or advance of expenses has been given to the Company by Indemnitee, and such claim is not paid in full by the Company within ninety (90) days of the written request later occurring of Indemniteethe giving of such notice and Final Disposition in case of indemnification and twenty (20) days of the giving of such notice in case of advance of expenses, accompanied by substantiating documentationIndemnitee may, unless but need not, at any time thereafter bring an action against the Company to receive the unpaid amount of the claim or the expense advance and, if successful, Indemnitee shall also be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a determination is made within said 30-day period defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit, or proceeding in advance of its Final Disposition) that Indemnitee has not met the relevant standards of conduct which make it permissible under applicable law for indemnification set forth in Section 3 hereof by (a) the Board Company to indemnify Indemnitee for the amount claimed, and Indemnitee shall be entitled to receive interim payment of Directors by a majority vote of a quorum consisting of directors who are not or were not parties expenses pursuant to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or Subparagraph (d) the stockholders. The unless and until such defense may be finally adjudicated by court order or judgment from which no further right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporationappeal exists. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standards standard of conductconduct required by applicable law, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreementprovided for in Sections 2(a), other than pursuant to Section 7 hereof, (b) or (e) shall be made no later than 30 thirty (30) days after receipt the Corporation is given notice of request by Indemnitee, provided that any indemnification under Sections 2(a) and (b) is authorized pursuant to Section 2(c). Any such request for indemnification must be made within thirty (30) days of the final adjudication, dismissal, or settlement of the matter for which Indemnitee seeks indemnification, unless an appeal is filed, in which case the request may be made within thirty (30) days after the appeal is resolved (hereafter referred to as “Final Disposition”). Upon such notice, if a quorum of directors who were not parties to the action, suit, or proceeding giving rise to indemnification is obtainable, the Corporation shall within one (1) week call a Board of Directors meeting to be held within two (2) weeks of such notice, to make a determination as to whether Indemnitee has met the applicable standard of conduct. Otherwise, if a quorum consisting of directors who were not parties in the relevant action, suit, or proceeding is not obtainable, the Corporation shall retain (at the Corporation’s expense) Independent Legal Counsel chosen either jointly by the Corporation and Indemnitee or else by the Corporation’s counsel within two (2) weeks to make such determination. If notice of a request for payment of a claim under any statute, under this Agreement, or under the Corporation’s Certificate of Incorporation or Bylaws providing for indemnification or advance of expenses has been given to the Corporation by Indemnitee, and such claim is not paid in full by the Corporation within thirty (30) days of the written request later occurring of Indemniteethe giving of such notice and Final Disposition in case of indemnification and ten (10) days of the giving of such notice in case of advance of expenses, accompanied by substantiating documentationIndemnitee may, unless but need not, at any time thereafter bring an action against the Corporation to receive the unpaid amount of the claim or the expense advance and, if successful, Indemnitee shall also be paid for the expenses (including reasonable attorneys’ and experts’ fees) of bringing such action. It shall be a determination is made within said 30-day period defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit, or proceeding in advance of its Final Disposition) that Indemnitee has not met the relevant standards of conduct which make it permissible under applicable law for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties Corporation to such Proceedingindemnify Indemnitee for the amount claimed, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement and Indemnitee shall be enforceable entitled to receive interim payment of expenses pursuant to Section 2(d) unless and until such defense may be finally adjudicated by Indemnitee in any court order or judgment from which no further right of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporationappeal exists. Neither the failure of the Corporation (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standards standard of conductconduct required by applicable law, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advances of expenses under this AgreementSection 3, other than pursuant to Section 7 hereof4, 6 or 8 shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation's written request, unless a determination is made within said 30that 45-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceedingproceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion (which counsel shall be appointed if a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3, 4 or (d) the stockholders8 or an exclusion set forth in Section 9 is applicable. The right to indemnification or advances of expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to determination, before the commencement of such action action, that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses incurred in connection with successfully establishing Indemnitee's right to indemnification or advances of expenses, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any advance under Paragraph 7 hereof or indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 45 days after receipt by the Corporation of the a written request of IndemniteeIndemnitee in accordance with Paragraph 13 hereof. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Company only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors (or a duly constituted committee thereof), consisting of directors who are not or were not parties to such Proceeding, ; (b) a committee approval of the Board of Directors designated by majority vote shareholders (as defined in Section 153 of the Board of DirectorsCalifornia Corporations Code, even though less than a quorumas that Section reads at present), with the Indemnitee’s shares not being entitled to vote thereon; (c) if there are no the court in which such directorsProceeding is or was pending upon application made by the Company, the Indemnitee or if any person rendering services in connection with Indemnitee’s defense, whether or not the Company opposes such directors so direct, independent legal counsel in a written opinion application; or (d) to the stockholdersextent permitted by law, by Independent Legal Counsel in a written opinion. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards Applicable Standard of conductConduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Legal Counsel) that Indemnitee has not met such applicable standard Applicable Standard of conductConduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard Applicable Standard of conductConduct. Indemnitee’s Expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification or advances in any such Proceeding shall also be indemnified by the Company; provided, however, that if Indemnitee is only partially successful in establishing Indemnitee’s right to indemnification or advances, only an equitably allocated portion of such Expenses, as determined by the court, shall be indemnified. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company, for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines or penalties to which Indemnitee is entitled.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, 3 shall be made or paid by the Company and EEI no later than 30 calendar days after receipt by the Corporation Company and EEI of the written request of Indemnitee, accompanied by substantiating documentationany Indemnitee therefor, unless a determination is made within said 30-such 30 calendar day period that the applicable Indemnitee has not met the relevant standards conditions for indemnification set forth in Section 3 hereof by 3. Such determination shall be made (a) the Board of Directors by a majority vote of a quorum consisting of directors members of the Board of Directors of the Company who are not or were not parties to such Proceeding, the Proceedings; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors of the Company, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not parties to the Proceedings; (c) by Independent Legal Counsel selected by the Board of Directors of the Company or a committee of the Board of DirectorsDirectors of the Company by vote as set forth in Subsection (a) and (b) of this Section 4, even though less than a quorumor, (c) if there are no such directors, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors so direct, independent legal counsel in a written opinion of the Company; or (d) by the stockholdersstockholders in a vote that excludes the shares held by directors who are parties to the Proceedings (in any such case, the “Reviewing Party”). The right In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitees are entitled to indemnification or advances as provided by under any provision of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The Agreement, the burden of proving that indemnification is not appropriate proof shall be on the CorporationCompany to establish that the Indemnitees are not so entitled. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee If there has met the applicable standards of conduct, nor an actual been no determination by the Corporation (including its Board Reviewing Party or if the Reviewing Party determines that Indemnitees substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitees shall have the right to commence litigation in any court in the State of Directors, Florida having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any committee such determination by the Reviewing Party or any aspect thereof, independent legal counsel or its stockholders) that Indemnitee has not met and the Company hereby consents to service of process and to appear in any such applicable standard of conduct, proceeding. Any determination by the Reviewing Party otherwise shall be a defense to conclusive and binding on the action or create a presumption that Indemnitee has not met the applicable standard of conductCompany, EEI and Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim or advancement of Expenses under this Agreement, other than pursuant to Section 7 hereof, Agreement shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by either (ai) the The Board of Directors by a majority vote of a quorum consisting of directors who were not and are not or were not parties to such Proceedingthe Proceeding in respect of which indemnification is being sought, or (bii) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent Independent legal counsel in a written opinion opinion, or (iii) The stockholders of the Corporation by vote of a majority of a quorum at a meeting duly called and held, that Indemnitee has not met the standards for indemnification set forth in the relevant section or sections of this Agreement. (db) the stockholders. The Indemnitee's right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that such indemnification or advancement is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its the Board of Directors, any committee thereof, or independent legal counsel or its the stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its the Board of Directors, any committee thereof, or independent legal counsel or its the stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (c) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee and shall not be advanced or indemnified by the Corporation, unless: (i) The employment of counsel by Indemnitee has been authorized by the Corporation, or (ii) Indemnitee shall have reasonably concluded, in writing sent to the Corporation, that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) The Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, or (iv) Such Expenses of counsel are actually and reasonably incurred in connection with successfully establishing, in whole or in part, Indemnitee's right to indemnification or advancement of Expenses under this Agreement or otherwise, in each of which cases the fees and expenses of Indemnitee's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any advance under Paragraphs 5 and/or 6 hereof or indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 forty-five (45) days after receipt by the Corporation of the a written request of Indemniteethe Indemnitee in accordance with Paragraph 11 hereof. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Company only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors (or a duly constituted committee thereof), consisting of directors who are not or were not parties to such Proceeding, ; (b) a committee approval of the Board of Directors designated by majority vote shareholders (as defined in Section 153 of the Board of DirectorsCalifornia Corporations Code, even though less than a quorumas that Section reads at present), with the Indemnitee's shares not being entitled to vote thereon; (c) if there are no the court in which such directorsProceeding is or was pending upon application made by the Company, the Indemnitee or if any person rendering services in connection with the Indemnitee's defense, whether or not the Company opposes such directors so direct, independent legal counsel in a written opinion application; or (d) to the stockholdersextent permitted by law, and only if the court refuses or is unable to rule, by Independent Legal Counsel in a written opinion. The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because the Indemnitee has met the applicable standards Applicable Standard of conductConduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Legal Counsel) that the Indemnitee has not met such applicable standard Applicable Standard of conductConduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard Applicable Standard of conductConduct. The Indemnitee's Expenses incurred in connection with successfully establishing his or her right to indemnification or advances in any such Proceeding shall also be indemnified by the Company; provided, however, that if the Indemnitee is only partially successful in establishing his right to indemnification or advances, only an equitably allocated portion of such Expenses, as determined by the court, shall be indemnified. If the Indemnitee is entitled under any provision of this Agreement or indemnification by the Company, for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines or penalties to which the Indemnitee is entitled. The Company's obligations to advance or indemnify hereunder shall be deemed satisfied to the extent of any payments made by an insurer on behalf of the Company or the Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this AgreementParaxxxxxx 0, other than pursuant to Section 7 hereof, shall be made 0 xxx 0 xxxxx xx xxxe no later than 30 thirty (30) days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30thirty-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 3, 4 or (d) the stockholders5. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that indemnification is the relevant standards have not appropriate been met by Indemnitee shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be (i) constitute a defense to the action or action, (ii) create a presumption that Indemnitee has not met the applicable standard of conduct, or (iii) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence. Indemnitee's expenses reasonably incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company. 3 Exhibit 10(ttt) 8.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim or advancement of Expenses under this Agreement, other than pursuant to Section 7 hereof, Agreement shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof the relevant section or sections of this Agreement by either: (ai) the If a Change of Control shall not have occurred: (A) The Board of Directors by a majority vote of a quorum consisting of directors who were not and are not or were not parties to such Proceedingthe Proceeding in respect of which indemnification is being sought (“Disinterested Directors”), or (bB) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if If there are no such directorsDisinterested Directors, or if such directors Disinterested Directors so direct, independent legal counsel by Independent Counsel in a written opinion or opinion, or (dC) The shareholders of the stockholders. The Corporation by vote of a majority of a quorum at a meeting duly called and held; or (ii) If a Change of Control shall have occurred, by Independent Counsel in a written opinion. (b) Indemnitee’s right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that such indemnification or advancement is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its the Board of Directors, any committee thereof, independent legal counsel or its stockholdersIndependent Counsel or the shareholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its the Board of Directors, any committee thereof, independent legal counsel or its stockholdersIndependent Counsel or the shareholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (c) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee and shall not be advanced or indemnified by the Corporation, unless: (i) The employment of counsel by Indemnitee has been authorized by the Corporation, or (ii) Indemnitee shall have reasonably concluded, in writing sent to the Corporation, that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) The Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, or (iv) Such Expenses of counsel are actually and reasonably incurred in connection with successfully establishing, in whole or in part, Indemnitee’s right to indemnification or advancement of Expenses under this Agreement or otherwise, in each of which cases the fees and expenses of Indemnitee’s counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Paragraphs 3 and 4 or advance under Paragraph 6 shall be made paid by the Corporation no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (ai) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee the Proceeding in respect of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directorswhich indemnification is being sought, or if such directors so direct, (2) independent legal counsel in a written opinion (which counsel shall be appointed by a quorum of the Board of Directors), or (d3) the stockholders. stockholders of the Corporation, that Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 3 and 4. (b) The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholders) that Indemnitee has not met such the applicable standard of conduct, conduct shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. (c) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation or Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any (a) Subject to Paragraph 8 of this Agreement, Indemnitee will be presumed to be entitled to indemnification claim under this Agreement. The burden of proving that indemnification or advances of Expenses are not appropriate shall, other than pursuant to Section 7 hereofthe extent permitted by law, be on the Corporation. (b) Any indemnification under Paragraph 3 shall be made paid by the Corporation no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period by (i) the Board of Directors by a majority vote of directors who are not and were not parties to the Claim in respect of which indemnification is being sought ("Disinterested Directors"), (ii) a committee of the Board of Directors comprised of Disinterested Directors or (iii) independent legal counsel in a written opinion, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof this Agreement. In any such case, the Corporation shall send prompt written notice to the Indemnitee of such determination. If requested by the Indemnitee in writing, any such determination shall be made by independent legal counsel not previously employed by the Corporation or any Affiliate thereof. (ac) Indemnitee will be entitled to a hearing before the Board of Directors of Corporation or the Disinterested Directors and/or any other person or persons making a determination and evaluation under Paragraph 7(b). Indemnitee will be entitled to be represented by a majority vote counsel at such hearing. The cost of a quorum consisting of directors who are not or were not parties to such Proceeding, any determination and evaluation under Paragraph 7(b) (bincluding attorneys' fees and other expenses incurred by Indemnitee in preparing for and attending the hearing contemplated by Paragraph 7 and otherwise in connection with the determination and evaluation under Paragraph 7) a committee of will be borne by the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or Corporation. (d) the stockholders. The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent <PAGE> legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. (e) With respect to any Claim for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Claim, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Claim but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Claim shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Claim, (iii) the named parties in any such Claim (including any impleaded parties) include both the Corporation and Indemnitee, and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Corporation, (iv) any such representation by the Corporation would be precluded under the applicable standards of professional conduct then prevailing or (v) the Corporation shall not in fact have employed counsel to assume the defense of a Claim, in each of which cases the fees and expenses of Indemnitee 's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Claim brought by or in the right of the Corporation. (f) The Corporation shall pay to Indemnitee, at the time payments are made to Indemnitee for Expenses pursuant to this Agreement, an additional payment (the "Gross Up Amount") such that after payment of all taxes, if any, on payments so made, including the amount of the Gross Up Amount, Indemnitee retains an amount equal to the amount to be received. <PAGE> 8.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this AgreementParagraphs 3, other than pursuant to Section 7 hereof, 4 and 5 shall be made no later than 30 thirty (30) days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30thirty-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 3, 4 or (d) 5. Such independent legal counsel shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the stockholdersCorporation, or any person to be indemnified within the past five years. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that indemnification is the relevant standards have not appropriate been met by Indemnitee shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be (i) constitute a defense to the action or action, (ii) create a presumption that Indemnitee has not met the applicable standard of conduct, or (iii) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence. Indemnitee's expenses reasonably incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.. Indemnitee’s Expenses incurred in connection with successfully establishing his/her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company. 3

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and/or 4 above shall be made or paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentationIndemnitee therefore, unless a determination is made within said such 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (ai) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, Proceedings (b) unless a committee Change of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directorsControl has occurred), or if such directors so direct, independent legal counsel (ii) Independent Legal Counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement which counsel shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification appointed as hereinafter provided if such a quorum is not appropriate shall be on the Corporation. Neither the failure obtainable or if a Change of the Corporation (including its Board of DirectorsControl has occurred), any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard relevant standards for indemnification set forth in Sections 3 and/or 4 above. In any case in which Indemnitee reasonably and in good faith believes that the determination required by the foregoing provisions of conductthis Section must be made by Independent Legal Counsel, Indemnitee shall (concurrently with his request for indemnification under Sections 3 and/or 4 above) so advise the Corporation and shall specify the names of not less than three acceptable alternative choices for such Independent Legal Counsel, one of which shall promptly be selected by a majority of the directors of the Corporation (without the vote or participation of Indemnitee) as Independent Legal Counsel, and Indemnitee shall be promptly notified of such selection. The Corporation agrees to pay the fees of any Independent Legal Counsel required by this Agreement and to indemnify such counsel against all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this Agreement, other than pursuant to Section Paragraphs 6 or 7 hereof, shall hereof will be made no later than 30 45 days after receipt of Indemnitee's written request in accordance with Paragraph 11 hereof. In all other cases, indemnification will be made by the Corporation of Bank only if authorized in the written request of Indemniteespecific case, accompanied by substantiating documentation, unless upon a determination that indemnification is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) A majority of a quorum of the Board of Directors by (or a majority vote of a quorum duly constituted committee thereof), consisting of directors who are not or were not parties to of such Proceeding, proceeding; (b) a committee of the Board of Directors designated The Bank's shareholders, with shares beneficially owned by majority Indemnitee not being entitled to vote of the Board of Directors, even though less than a quorum, thereon; (c) if there are no The court in which such directorsproceeding is or was pending, upon application by the Bank, Indemnitee or if any person rendering services in connection with Indemnitee's defense, whether or not the Bank opposes such directors so directapplication; or (d) To the extent permitted by law, independent legal counsel in a written opinion or (d) the stockholdersopinion. The right to indemnification or advances as provided by this Agreement shall may be enforceable enforced by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall will be on the CorporationBank. Neither the failure of the Corporation Bank (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards of conductApplicable Standard, nor not an actual determination by the Corporation Bank (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conductthe Applicable Standard, shall will be a defense to the action or create a presumption that Indemnitee has not ha snot met the applicable standard Applicable Standard. Expenses incurred in connection with successfully establishing Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding will also be indemnified by the Bank provided, however, that if Indemnitee is only partially successful, only an equitably allocated portion of conductsuch Expenses will be indemnified. If Indemnitee is entitled under any provision of this Agreement or law to indemnification by the Bank for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not for the total amount thereof, the Bank will nevertheless indemnify Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines or penalties to which Indemnitee is entitled. Bank's obligations to advance or indemnify hereunder will be deemed satisfied to the extent of any payments made by an insurer on behalf of Bank or Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 6 hereof, shall be made no later than 30 60 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3060-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim or advance under this Agreement, other than pursuant to Section 7 hereof, Agreement shall be made paid by the Company no later than 30 20 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3020-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (ai) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceedingthe Proceeding in respect of which indemnification is being sought, (bii) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion (which counsel shall be appointed by a quorum of the Board of Directors) or (diii) the stockholdersshareholders of the Company, that Indemnitee has not met the relevant standards for indemnification set forth in this Agreement. The failure of Indemnitee to provide a written request pursuant to this section will not relieve the Company from any liability that it may have to Indemnitee otherwise than under this Agreement, except to the extent that the Company is materially prejudiced as a result of such failure. (b) The right to indemnification or advances of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses actually and reasonably incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, shall also be indemnified by the Company. (c) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense, and, except as otherwise provided below, the Company may assume the defense thereof, with counsel selected by the Company but satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. Indemnitee shall have the right to employ counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of a Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be advanced by the Company. Notwithstanding the foregoing, the Company shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Company or as to which Indemnitee shall have arrived at the conclusion provided for in (ii) above. (d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold consent to any proposed settlement.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any Subject to Paragraph 8 of this Agreement, Indemnitee will be presumed to be entitled to indemnification claim under this Agreement, . The burden of proving that indemnification or advances of Expenses are not appropriate shall be on the Corporation. Any indemnification under Paragraphs 3 and 4 (other than pursuant to Section 7 hereof, the advancement of Expenses) shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said the 30-day period by (i) the Board of Directors by a majority vote of directors who are not and were not parties to the Proceeding in respect of which indemnification is being sought (“Disinterested Directors”), (ii) a committee of the Board of Directors comprised of Disinterested Directors or (iii) independent legal counsel in a written opinion (which counsel shall be appointed by a vote of the Disinterested Directors), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof and 4. If requested by the Indemnitee in writing, any such determination shall be made by independent legal counsel not previously employed by the Corporation or any Affiliate thereof (a) “Affiliate” having the meaning defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended). Indemnitee will be entitled to a hearing before the Board of Directors of Corporation or the Disinterested Directors and/or any other person or persons making a determination and evaluation under Paragraph 7(b). Indemnitee will be entitled to be represented by a majority vote counsel at such hearing. The cost of a quorum consisting of directors who are not or were not parties to such Proceeding, any determination and evaluation under Paragraph 7(b) (bincluding attorneys’ fees and other expenses incurred by Indemnitee in preparing for and attending the hearing contemplated by Paragraph 7 and otherwise in connection with the determination and evaluation under Paragraph 7) a committee of will be borne by the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersCorporation. The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee ‘s counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation. The Corporation shall pay to Indemnitee, at the time payments are made to Indemnitee for Expenses, judgments, fines or penalties pursuant to this Agreement, an additional payment (the “Gross Up Amount”) such that after payment of all taxes, if any, on payments so made, including the amount of the Gross Up Amount, Indemnitee retains an amount equal to the amount to be received. Limitation on Indemnification. No payment pursuant to this Agreement shall be made by the Corporation: to indemnify or advance funds to Indemnitee for Expenses with respect to Proceedings initiated or brought or joined in voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement or as otherwise required by New York law, but such indemnification or advancement of Expenses may be provided by the Corporation in specific cases if the Board of Directors finds it to be appropriate; to indemnify Indemnitee for any Expenses, judgments, fines or penalties sustained in any Proceeding for which payment is actually made to Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; to indemnify Indemnitee for any Expenses, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of § 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state, or local statutory law; or if a court of competent jurisdiction finally determines that such payment hereunder is unlawful. Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which indemnitee may be entitled under the Certificate of Incorporation or the By-Laws of the Corporation, any agreement, any vote of stockholders or disinterested Directors, the Business Corporation Law of the State of New York, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. To the extent the provisions of this Agreement conflict with the provisions regarding indemnification and advancement of Expenses in the By-Laws of the Corporation, this Agreement will control. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer or key employee and shall inure to the benefit of the heirs and personal representatives of Indemnitee. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by him or her in any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or penalties to which Indemnitee is entitled. Indemnification of Indemnitee’s Estate. Notwithstanding any other provision of this Agreement, and regardless whether indemnification of the Indemnitee would be permitted and/or required under this Agreement, if the Indemnitee is deceased, the Corporation shall indemnify and hold harmless the Indemnitee’s estate, spouse, heirs, administrators, personal representatives and executors (collectively the “Indemnitee’s Estate”) against, and the Corporation shall assume, any and all claims, damages, Expenses, penalties, judgments and fines actually incurred by the Indemnitee or the Indemnitee’s Estate in connection with the investigation, defense, settlement or appeal of any Proceeding. Indemnification of the Indemnitee’s Estate pursuant to this Section 11 shall be mandatory and not require any determination or finding that the Indemnitee’s conduct satisfied a particular standard of conduct. Spousal Indemnification. The indemnifications, benefits and obligations of this Agreement shall extend to the spouse of an Indemnitee in the event that the spouse is made a party to a Proceeding or collection, execution or enforcement efforts arising from a Proceeding. Limitation of Actions and Release of Claims. No proceeding shall be brought and no cause of action shall be asserted by or on behalf of the Corporation or any subsidiary against the Indemnitee, his or her spouse, heirs, estate, executors or administrators after the expiration of one year from the act or omission of the Indemnitee upon which such proceeding is based; however, in a case where the Indemnitee fraudulently conceals the facts underlying such cause of action, no proceeding shall be brought and no cause of action shall be asserted after the expiration of one year from the earlier of (i) the date the Corporation or any subsidiary of the Corporation discovers such facts, or (ii) the date the Corporation or any subsidiary of the Corporation could have discovered such facts by the exercise of reasonable diligence. Any claim or cause of action of the Corporation or any subsidiary of the Corporation, including claims predicated upon the act or omission of the Indemnitee, shall be extinguished and deemed released unless asserted by filing of a legal action within such period. This section shall not apply to any cause of action which has accrued on the date hereof and of which the indemnitee is aware on the date hereof, but as to which the Corporation has no actual knowledge apart from the Indemnitee’s knowledge.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any advance under Paragraphs 5 and/or 6 hereof or indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 forty-five (45) days after receipt by the Corporation of the a written request of Indemniteethe Indemnitee in accordance with Paragraph 11 hereof. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Company only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors (or a duly constituted committee thereof), consisting of directors who are not or were not parties to such Proceeding, ; (b) a committee approval of the Board of Directors designated by majority vote shareholders (as defined in Section 153 of the Board of DirectorsCalifornia Corporations Code, even though less than a quorumas that Section reads at present), with the Indemnitee’s shares not being entitled to vote thereon; (c) if there are no the court in which such directorsProceeding is or was pending upon application made by the Company, the Indemnitee or if any person rendering services in connection with the Indemnitee’s defense, whether or not the Company opposes such directors so direct, independent legal counsel in a written opinion application; or (d) to the stockholdersextent permitted by law, and only if the court refuses or is unable to rule, by Independent Legal Counsel in a written opinion. The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because the Indemnitee has met the applicable standards Applicable Standard of conductConduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Legal Counsel) that the Indemnitee has not met such applicable standard Applicable Standard of conductConduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard Applicable Standard of conductConduct. The Indemnitee’s Expenses incurred in connection with successfully establishing his or her right to indemnification or advances in any such Proceeding shall also be indemnified by the Company; provided, however, that if the Indemnitee is only partially successful in establishing his right to indemnification or advances, only an equitably allocated portion of such Expenses, as determined by the court, shall be indemnified. If the Indemnitee is entitled under any provision of this Agreement or indemnification by the Company, for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines or penalties to which the Indemnitee is entitled. The Company’s obligations to advance or indemnify hereunder shall be deemed satisfied to the extent of any payments made by an insurer on behalf of the Company or the Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and 4 shall be made no later than 30 45 days after receipt by the Corporation of the a written request of therefor from Indemnitee, accompanied by substantiating documentation, unless a determination is in made within said 30-45 day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a1) the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors Directors who are not or were not parties to the Proceeding in respect of which such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directorswritten request is made, or if such directors so direct, (2) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum in not obtainable), that the Indemnitee has not met the applicable standard for indemnification set forth in Section 3 or 4 hereof, whichever shall be applicable; provided, however, that, notwithstanding the foregoing, following the occurrence of a Change in Control of the Corporation, the determination as to whether or not Indemnitee has met the applicable standard of indemnification set forth in Section 3 or 4 hereof, whichever shall be applicable, shall in all events be made by independent counsel selected as provided in paragraph (db) of this section. (b) The selection of independent counsel referred to in the stockholdersproviso of paragraph (a) of this section shall be made by Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld). If the Corporation and the Indemnitee are unable reasonably to agree on the selection of such independent counsel, such counsel shall be selected by lot from among the Phoenix, Arizona metropolitan area law firms having more that 50 attorneys, having a rating of "av" or better in the then current Martindale Hubbell Law Directory and xxx xxving performed services for the Corporation or Indemnitee during the preceding five years. Such selection by lot shall be conducted by outside counsel named by the Corporation and be made in the presence of Indemnitee (and his/her legal counsel or either of them, as Indemnitee may elect). The outside counsel named by the Corporation and Indemnitee (and his/her legal counsel or either of them, as Indemnitee may elect) shall contact, in the order of their selection by lot, such law firms, requesting each such firm to accept the engagement to make the determination required hereunder until one of such firms accepts such engagement. Such independent counsel, among other things, shall render its written opinion to the Corporation and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under Section 3 or 4 of this Agreement, whichever shall be applicable. The Corporation agrees to pay the reasonable fees of such independent counsel and to indemnify such counsel fully against any and all expenses (including attorney's fees), claims, liabilities and damages arising our of or relating to this Agreement or its engagement pursuant hereto. If, pursuant to the proviso of paragraph (a) of this Section, the determination as to whether or not Indemnitee has met the applicable standard of conduct for indemnification set forth in Section 3 or 4 hereof, whichever shall be applicable, is to be made by independent counsel selected in accordance with this paragraph, Indemnitee and the Corporation will use their best efforts to accomplish the selection of such independent counsel promptly enough to permit such independent counsel to make such determination within the 45- day period referred to in such paragraph (a). (c) The right to indemnification or and advances as provided by this Agreement shall be enforceable by Indemnitee in an action in any court of competent jurisdiction. The In such an action, the burden of proving that indemnification is not appropriate required hereunder shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors and independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such an indemnification action that indemnification is proper and in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, directors and independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the such action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses reasonably incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in connection with any Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreementprovided for in Sections 2(a), other than pursuant to Section 7 hereof, (b) or (e) shall be made no later than 30 thirty (30) days after receipt the Corporation is given notice of request by Indemnitee, provided that any indemnification under Sections 2(a) and (b) is authorized pursuant to Section 2(c). Any such request for indemnification must be made within thirty (30) days of the final adjudication, dismissal, or settlement of the matter for which Indemnitee seeks indemnification, unless an appeal is filed, in which case the request may be made within thirty (30) days after the appeal is resolved (hereafter referred to as “Final Disposition”). Upon such notice, if a quorum of directors who were not parties to the action, suit, or proceeding giving rise to indemnification is obtainable, the Corporation shall within one (1) week call a Board of Directors meeting to be held within two (2) weeks of such notice, to make a determination as to whether Indemnitee has met the applicable standard of conduct. Otherwise, if a quorum consisting of directors who were not parties in the relevant action, suit, or proceeding is not obtainable, the Corporation shall retain (at the Corporation’s expense) Independent Legal Counsel chosen either jointly by the Corporation and Indemnitee or else by the Corporation’s counsel within two (2) weeks to make such determination. If notice of a request for payment of a claim under any statute, under this Agreement, or under the Corporation’s Certificate of Incorporation or Bylaws providing for indemnification or advancement of expenses has been given to the Corporation by Indemnitee, and such claim is not paid in full by the Corporation within thirty (30) days of the written request later occurring of Indemniteethe giving of such notice and Final Disposition in case of indemnification and ten (10) days of the giving of such notice in case of advancement of expenses, accompanied by substantiating documentationIndemnitee may, unless but need not, at any time thereafter bring an action against the Corporation to receive the unpaid amount of the claim or the expense advance and, if successful, Indemnitee shall also be paid for the expenses (including reasonable attorneys’ and experts’ fees) of bringing such action. It shall be a determination is made within said 30-day period defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit, or proceeding in advancement of its Final Disposition) that Indemnitee has not met the relevant standards of conduct which make it permissible under applicable law for indemnification set forth the Corporation to indemnify Indemnitee for the amount claimed, and Indemnitee shall be entitled to receive interim payment of expenses pursuant to Section 2(d) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists, except as otherwise provided in Section 3 hereof by (a2(d) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties with respect to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporationcriminal proceedings. Neither the failure of the Corporation (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standards standard of conductconduct required by applicable law, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Legal Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conductconduct in any action to enforce by the Indemnitee to enforce the Indemnitee’s rights hereunder.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, 5, and 6 shall be made no later than 30 thirty (30) days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentationIndemnitee therefor, unless a determination is made within said thirty (30-) day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors Directors who are not or were not parties to such Proceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 3, 4, 5, or (d) the stockholders6. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that indemnification is the relevant standards have not appropriate been met by Indemnitee shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be (a) constitute a defense to the action or action, (b) create a presumption that Indemnitee has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence. Indemnitee’s Expenses reasonably incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action also shall be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this AgreementParagraphs 3 and 4 or advance under Paragraph 6, other than pursuant to Section 7 hereofunless ordered by a court, shall be made paid no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period by (i) the Board of Directors, (ii) independent legal counsel in a written opinion, or (iii) the shareholders of the Corporation that Indemnitee indemnification of the Director is not proper in the circumstances because he has not met the relevant standards for indemnification applicable standard of conduct set forth in Section 3 hereof the foregoing Paragraphs. Any such determination shall be made by (a) the Board of Directors by a majority vote of a quorum consisting of directors the Directors who are not or were not parties to such the Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so directa quorum is not obtainable, a quorum of disinterested Directors; or by written opinion of independent legal counsel in counsel, selected by the majority vote of a written opinion quorum of the Directors who were not parties to the Proceeding, or if such a quorum is not obtainable, a quorum of disinterested Directors; or by the shareholders. (db) the stockholders. The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (Corporation, including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholders) shareholders, to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (Corporation, including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholders) shareholders, that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. (c) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding; or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, 5 and 6 shall be made no later than 30 thirty (30) days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentationIndemnitee therefor, unless a determination is made within said thirty (30-) day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors Directors who are not or were not parties to such Proceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel counsel, agreed to by the Corporation, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 3, 4, 5 or (d) the stockholders6. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement, and the burden of proving that indemnification is the relevant standards have not appropriate been met by Indemnitee shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be (a) constitute a defense to the action or action, (b) create a presumption that Indemnitee has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence. Indemnitee’s Expenses reasonably incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Paragraphs 3 and 4 or advance under Paragraph 6 shall be made paid by the Company no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (ai) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee the Proceeding in respect of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directorswhich indemnification is being sought, or if such directors so direct, (2) independent legal counsel in a written opinion (which counsel shall be appointed by a quorum of the Board of Directors), or (d3) the stockholders. stockholders of the Company, that Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 3 and 4. (b) The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Company. (c) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, the Company may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee's counsel shall be advanced by the Company. Notwithstanding the foregoing, the Company shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any advance under Paragraphs 5 and/or 6 hereof or indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 forty-five (45) days after receipt by the Corporation of the a written request of IndemniteeIndemnitee in accordance with Paragraph 11 hereof. In all other cases, accompanied indemnification shall be made by substantiating documentationthe Company only if authorized in the specific case, unless upon a determination that indemnification of the Agent is made within said 30-day period that Indemnitee has not met proper under the relevant standards for indemnification set forth in Section 3 hereof by circumstances and the terms of this Agreement by: (a) the Board of Directors by a majority vote of a quorum of the Board of Directors (or a duly constituted committee thereof), consisting of directors who are not or were not parties to such Proceeding, ; (b) a committee approval of the Board of Directors designated by majority vote shareholders (as defined in Section 153 of the Board of DirectorsCalifornia Corporations Code, even though less than a quorumas that Section reads at present), with the Indemnitee's shares not being entitled to vote thereon; (c) if there are no the court in which such directorsProceeding is or was pending upon application made by the Company, the Indemnitee or if any person rendering services in connection with Indemnitee's defense, whether or not the Company opposes such directors so direct, independent legal counsel in a written opinion application; or (d) to the stockholdersextent permitted by law, and only if the court refuses or is unable to rule, by Independent Legal Counsel in a written opinion. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards Applicable Standard of conductConduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Legal Counsel) that Indemnitee has not met such applicable standard Applicable Standard of conductConduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard Applicable Standard of conductConduct. Indemnitee's Expenses incurred in connection with successfully establishing his right to indemnification or advances in any such Proceeding shall also be indemnified by the Company; provided, however, that if Indemnitee is only partially successful in establishing his right to indemnification or advances, only an equitably allocated portion of such Expenses, as determined by the court, shall be indemnified. If Indemnitee is entitled under any provision of this Agreement or indemnification by the Company, for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion (determined on an equitable basis) of such Expenses, judgments, fines or penalties to which Indemnitee is entitled. The Company's obligations to advance or indemnify hereunder shall be deemed satisfied to the extent of any payments made by an insurer on behalf of the Company or Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and 4 shall be made as soon as practicable but in any event no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. The Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParaxxxxx 0, other than pursuant to Section 7 hereof, shall be made 0 xx 0 xxxxx xx xxxe no later than 30 days after receipt by the Corporation of the written request of Indemniteethe Indemnitee therefor, accompanied by substantiating documentationunless, unless in the case of an indemnification, a determination is made within said 30-day period by (a) the Board of Directors of the Corporation by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or if a quorum cannot be obtained, by a majority vote of a committee designated by the board of directors, which committee shall consist of two or more directors not parties to the Proceedings, except that directors who are parties to the Proceedings may participate in designation of the committee or (b) independent legal counsel in a written opinion (which counsel shall be appointed by the majority vote of the full board of directors including parties to the Proceedings) that the Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The Corporation shall bear the burden of proving that indemnification is or advances are not appropriate shall be on the Corporationappropriate. Neither the The failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has shall not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee's Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, 3 shall be made or paid by the Company no later than 30 calendar days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentationthe Indemnitee therefor, unless a determination is made within said 30-such 30 calendar day period that Indemnitee the Director has not met the relevant standards or other conditions for indemnification set forth in Section 3 hereof by 3. Such determination shall be made (a) the Board of Directors by a majority vote of a quorum consisting of directors members of the Board of Directors who are not or were not parties to such Proceeding, the Proceedings; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors of the Company, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not parties to the Proceedings; (c) by Independent Legal Counsel selected by the Board of Directors of the Company or a committee of the Board of DirectorsDirectors of the Company by vote as set forth in Subsection (a) and (b) of this Section 4, even though less than a quorumor, (c) if there are no such directors, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors so direct, independent legal counsel in a written opinion of the Company; or (d) by the stockholdersstockholders in a vote that excludes the shares held by directors who are parties to the Proceedings (in any such case, the “Reviewing Party”). The right In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to indemnification or advances as provided by under any provision of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The Agreement, the burden of proving that indemnification is not appropriate proof shall be on the CorporationCompany to establish that the Indemnitee is not so entitled. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee If there has met the applicable standards of conduct, nor an actual been no determination by the Corporation (including its Board Reviewing Party or if the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the State of Directors, Florida having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any committee such determination by the Reviewing Party or any aspect thereof, independent legal counsel or its stockholders) that Indemnitee has not met and the Company hereby consents to service of process and to appear in any such applicable standard of conduct, proceeding. Any determination by the Reviewing Party otherwise shall be a defense to conclusive and binding on the action or create a presumption that Indemnitee has not met the applicable standard of conductCompany and Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company. 3 Exhibit 10(sss) 8.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any Unless otherwise ordered by a court of competent jurisdiction, any indemnification claim under this Agreement, other than advances pursuant to Section 7 6 hereof, shall be made no later than 30 days as soon as practicable after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless upon a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of the directors who are not or were not parties to such ProceedingProceeding even though less than a quorum, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders, that the indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the relevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, 2 shall be made or paid by the Company no later than 30 calendar days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentationIndemnitee therefor, unless a determination is made within said 30-such 30 calendar day period that Indemnitee the applicable Director has not met the relevant standards or other conditions for indemnification set forth in Section 3 hereof by 2. Such determination shall be made (a) the Board of Directors by a majority vote of a quorum consisting of directors members of the Board of Directors who are not or were not parties to such Proceeding, the Proceedings; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors of the Company, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not parties to the Proceedings; (c) by Independent Legal Counsel selected by the Board of Directors of the Company or a committee of the Board of DirectorsDirectors of the Company by vote as set forth in Subsection (a) and (b) of this Section 3, even though less than a quorumor, (c) if there are no such directors, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors so direct, independent legal counsel in a written opinion of the Company; or (d) by the stockholdersstockholders in a vote that excludes the shares held by directors who are parties to the Proceedings (in any such case, the “Reviewing Party”). The right In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to indemnification or advances as provided by under any provision of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The Agreement, the burden of proving that indemnification is not appropriate proof shall be on the CorporationCompany to establish that the Indemnitee is not so entitled. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee If there has met the applicable standards of conduct, nor an actual been no determination by the Corporation (including its Board Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the State of Directors, New Jersey having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any committee such determination by the Reviewing Party or any aspect thereof, independent legal counsel or its stockholders) and the Company hereby consents to service of process and to appear in any such proceeding. No determination by the Reviewing Party that Indemnitee has not met such satisfied any applicable standard of conduct, shall conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the action Company hereunder or create a presumption that Indemnitee has not met the any applicable standard of conduct. Any determination by the Reviewing Party that Indemnitee has satisfied any applicable standard of conduct shall be conclusive and binding on the Company and Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Paragraphs 3 and 4 shall be made no later than 30 60 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3060-day period by (1) the Board of Directors by a majority vote of directors who were not parties to such Proceeding, (2) by a committee of such directors designated by a majority of such directors, or (3) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable because of the absence of the requisite number of disinterested directors), that the Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that the indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and 4 shall be made as soon as practicable but in any event no later than 30 five (5) business days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, . (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s expenses reasonably incurred in connection with successfully establishing Indemnitee’s right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. (c) The Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, 3 shall be made or paid by the Company no later than 30 60 calendar days after receipt by the Corporation Company of the written request of Indemnitee, accompanied by substantiating documentationIndemnitee therefor, unless a determination is made within said 30-such 60 calendar day period that Indemnitee the applicable Director has not met the relevant standards or other conditions for indemnification set forth in Section 3 hereof by 3. Such determination shall be made (a) the Board of Directors by a majority vote of a quorum consisting of directors members of the Board of Directors who are not or were not parties to such Proceeding, the Proceedings; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors of the Company, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not parties to the Proceedings; (c) by Independent Legal Counsel selected by the Board of Directors of the Company or a committee of the Board of DirectorsDirectors of the Company by vote as set forth in Subsection (a) and (b) of this Section 4, even though less than a quorumor, (c) if there are no such directors, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors so direct, independent legal counsel in a written opinion of the Company; or (d) by the stockholdersstockholders in a vote that excludes the shares held by directors who are parties to the Proceedings (in any such case, the “Reviewing Party”). The right In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to indemnification or advances as provided by under any provision of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The Agreement, the burden of proving that indemnification is not appropriate proof shall be on the CorporationCompany to establish that the Indemnitee is not so entitled. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee If there has met the applicable standards of conduct, nor an actual been no determination by the Corporation (including its Board Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the State of Directors, Colorado having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any committee such determination by the Reviewing Party or any aspect thereof, independent legal counsel or its stockholders) that Indemnitee has not met and the Company hereby consents to service of process and to appear in any such applicable standard of conduct, proceeding. Any determination by the Reviewing Party otherwise shall be a defense to conclusive and binding on the action or create a presumption that Indemnitee has not met the applicable standard of conductCompany and Indemnitee.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 7 hereof4, and/or 6 hereof shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-such 45 day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholdersand 4. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses incurred in connection with successfully establishing his/her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advance under this AgreementSections 3, other than pursuant to Section 7 hereof4, 6 or 8 shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day such 45 days period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceedingproceeding, or (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in 3, 4, or (d) the stockholders8. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses incurred in connection with successfully establishing Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim under this Agreement, other than pursuant to Section 7 5 hereof, shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a1) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, or (b2) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) which counsel shall be appointed if such a quorum is not obtainable), that Indemnitee has not met the stockholdersrelevant standards for indemnification set forth in Section 3 hereof. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and 4 shall be made as soon as practicable but in any event no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, . (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to of indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has 5 met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereofIndependent Legal Counsel, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. (c) The Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment or is entitled to receive payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim or advance under this AgreementParagraphs 3, other than pursuant to Section 4, 6 and/or 7 hereof, hereof shall be made no later than 30 forty-five (45) days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 3045-day period by (a) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) Independent Counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof and 4. (b) The Independent Counsel shall be selected by (a) the Board of Directors of the Company. Indemnitee may, within 10 days after such written notice of selection shall have been given to Indemnitee, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel is not disinterested 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 a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court determines that such objection is without merit. If, within 20 days after submission by a majority vote Indemnitee of a quorum consisting written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of directors who any objection which shall have been made by Indemnitee to the Company’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 not so resolved or were not parties the person so appointed shall act as Independent Counsel under Section 8(a) hereof. The Company shall pay reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to such ProceedingSection 8(a) hereof, (b) a committee and the Company shall pay the reasonable fees and expenses incident to the procedures of this Section 8(b), regardless of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, manner in which such Independent Counsel was selected or appointed (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Counsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation Company (including its Board of Directors, any committee thereof, independent legal counsel Directors or its stockholdersIndependent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a the presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing his/her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, Sections 3 and 4 shall be made as soon as practicable but in any event no later than 30 thirty (30) days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, . (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. (c) The Corporation shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so; provided that the Indemnitee shall have the right to employ his own counsel in any such Proceeding at the Indemnitee's expense, the fees and expenses of the Indemnitee's counsel shall be paid by the Corporation. (d) The Corporation shall not be liable under this Agreement to make any payment in connection with any Proceeding to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any indemnification claim or advances under this AgreementSections 3, other than pursuant to Section 7 hereof4, 6 or 8 shall be made no later than 30 45 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30such 45-day period that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by 3, 4 or 8 or that an exclusion set forth in Section 9 is applicable, by: (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not at the time parties to such the Proceeding, ; or (b) if a quorum cannot be obtained under paragraph (a) of this Section 7, by a majority vote of a committee duly designated by the full board of directors (including directors who are parties to the Proceeding) consisting solely of two or more directors not at the time parties to the Proceeding; or (c) by special legal counsel selected by the board of directors or its committee in the manner described in paragraph (a) or (b) of this Section 7, or if a quorum of the Board board of Directors directors cannot be obtained under paragraph (a) of this Section 7 and a committee cannot be designated under paragraph (b) of this Section 7, the special legal counsel shall be selected by a majority vote of the Board full board of Directors, even though less than a quorum, directors (c) if there including directors who are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) parties to the stockholdersProceeding). The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent Directors or special legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is or advances are proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent Directors or special legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any (a) Subject to Paragraph 8 of this Agreement, Indemnitee will be presumed to be entitled to indemnification claim under this Agreement, . The burden of proving that indemnification or advances of Expenses are not appropriate shall be on the Corporation. (b) Any indemnification under Paragraphs 3 and 4 (other than pursuant to Section 7 hereof, the advancement of Expenses) shall be made paid by the Corporation no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period by (i) the Board of Directors by a majority vote of directors who are not and were not parties to the Proceeding in respect of which indemnification is being sought ("Disinterested Directors"), (ii) a committee of the Board of Directors comprised of Disinterested Directors or (iii) independent legal counsel in a written opinion (which counsel shall be appointed by a vote of the Disinterested Directors), that Indemnitee has not met the relevant standards for indemnification set forth in Section Paragraphs 3 hereof and 4. If requested by the Indemnitee in writing, any such determination shall be made by independent legal counsel not previously employed by the Corporation or any Affiliate thereof (a"Affiliate" having the meaning defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended). (c) Indemnitee will be entitled to a hearing before the Board of Directors of Corporation or the Disinterested Directors and/or any other person or persons making a determination and evaluation under Paragraph 7(b). Indemnitee will be entitled to be represented by a majority vote counsel at such hearing. The cost of a quorum consisting of directors who are not or were not parties to such Proceeding, any determination and evaluation under Paragraph 7(b) (bincluding attorneys' fees and other expenses incurred by Indemnitee in preparing for and attending the hearing contemplated by Paragraph 7 and otherwise in connection with the determination and evaluation under Paragraph 7) a committee of will be borne by the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or Corporation. (d) the stockholders. The right to indemnification or advances advancement of Expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards standard of conduct, conduct nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, Directors or independent legal counsel or its stockholderscounsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee's Expenses actually and reasonably incurred in connection with successfully establishing his or her right to indemnification or advances, in whole or in part, shall also be indemnified by the Corporation. (e) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, in each of which cases the fees and expenses of Indemnitee 's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation. (f) The Corporation shall pay to Indemnitee, at the time payments are made to Indemnitee for Expenses, judgments, fines or penalties pursuant to this Agreement, an additional payment (the "Gross Up Amount") such that after payment of all taxes, if any, on payments so made, including the amount of the Gross Up Amount, Indemnitee retains an amount equal to the amount to be received.