Defense; Settlement. The Company shall have the right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide written notice to the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding to the Company. In the absence of a timely written election by Indemnitee, the Company shall assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

Defense; Settlement. The Company shall have the right and obligation to control the defense or conductSettlement of any claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide written notice to the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding to the Company. In the absence of a timely written election by Indemnitee, the Company shall assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee.Claims. The Company shall not be obligatedliable to indemnify Indemnitee againstunder this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company's written consent, provided, however, that if a Change in Control has occurred (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Proceeding against Indemnitee if such settlement is effected byin any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company’s prior written consent, whichCompany nor the Indemnitee will unreasonably withhold their consent to any proposed settlement. The Company shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involvesliable to indemnify the payment of money or performance ofIndemnitee under this Agreement with regard to any obligation by persons other thanjudicial award if the Company was not given a reasonable and includes an unconditional releasetimely opportunity, at its expense, to participate in the defense of such action; the Company's liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.this Agreement.

Defense; Settlement. The Company shall have the right and obligation to control the defense or conductSettlement of any claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide written notice to the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding to the Company. In the absence of a timely written election by Indemnitee, the Company shall assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee.Claims. The Company shall not be obligatedliable to indemnify Indemnitee againstunder this Agreement for any amounts paid in settlement of aany Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’Company's prior written consent,consent. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee's rights under this Agreement without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its or his consent to any proposed settlement. The Company shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance ofliable to indemnify Indemnitee under this Agreement with regard to any obligation by persons other thanjudicial award if the Company was not given a reasonable and includes an unconditional release oftimely opportunity, at its expense, to participate in the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subjectdefense of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.action.

Defense; Settlement. The Company shall have the right and obligation to control the defense or conduct ofSettlements. Notwithstanding any claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide written noticeprov1s10n herein to the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding tocontrary notwithstanding, the Company. In the absence of a timely written election by Indemnitee, the Company shall assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee againstunder this Agreement for any amounts paid in settlement of a proceeding effected without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement. The Company shall not settle any action or claim in any manner which would impose any penalty or obligation on the Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion. The Company shall not, on its own behalf, settle any part of any Proceeding againstto which Indemnitee is party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of such settlement is effectedto be funded from any corporate insurance policy under which Indemnitee is an insured and for which Indemnitees claims may be covered unless approved by # the written consent of Indemnitee withoutor # a majority of the Company’independent directors of the board; provided, however, that the right to constrain the Company’s prior written consent, which consentuse of corporate insurance as described in this section shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involvesterminate at the payment of money or performance of any obligation by persons other thantime the Company and includes an unconditional releaseconcludes (per the terms of this Agreement) that # Indemnitee is not entitled to indemnification pursuant to this agreement, or # such indemnification obligation to Indemnitee has been fully discharged by the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.Company.

Defense; Settlement. The Company shall have the right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide written notice to the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding to the Company. In the absence of a timely written election by Indemnitee, the Company shall assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee. The Company shall not be obligatedliable to indemnify Indemnitee againstunder this Agreement or otherwise for any amounts paid in settlement of a Proceeding against Indemnitee if such settlement isany Claim effected by Indemnitee without the Company’s prior written consent, whichsuch consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. The Company shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involvesliable to indemnify the payment of money or performance ofIndemnitee under this Agreement with regard to any obligation by persons other thanjudicial award if the Company was not given a reasonable and includes an unconditional releasetimely opportunity as a result of Indemnitee’s failure to provide notice, at its expense, to participate in the defense of such action, and the lack of such notice materially prejudiced the Company’s ability to participate in defense of such action. The Company’s liability hereunder shall not be excused if participation in the Claim by the Company was barred by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.this Agreement.

Defense; Settlement.Defense of Claims. The Company shall have the right and obligationbe entitled to controlparticipate in the defense or conduct of any claimIndemnifiable Claim or Proceedingto assume the defense thereof, with respectcounsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that # the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, # the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee unless Indemnitee,that are different from or in Indemnitee’s sole discretion, electsaddition to controlthose available to the defenseCompany, or # any such representation by such counsel would be precluded under the applicable standards of professional conduct with respect to such claim or Proceeding. If Indemnitee so elects,then prevailing, then Indemnitee shall provide written noticebe entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding to the Company. In the absence of a timely written election by Indemnitee, theCompany’s expense. The Company shall assumenot be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the right and obligation to control the defense or conduct of such claim or Proceeding. IndemniteeCompany’s prior written consent. The Company shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned,Indemnitee, effect any settlement of any Proceeding againstthreatened or pending Indemnifiable Claim to which the Indemnitee is, or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement ofbeen, a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned,party unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes ana complete and unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any mattersclaims that are the subject matter of such Proceeding and an acknowledgment thatIndemnifiable Claim. Neither the Company denies all wrongdoing in connection with such matters.nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense; Settlement. TheCompany a written notice of the commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and obligationthe Indemnitee; provided, however, that an Indemnitee shall have the right to controlretain its own counsel with the fees and expenses of such counsel to be paid by the Company if: # the Company has agreed in writing to pay such fees and expenses; # the Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or # the named parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Company), provided further, that in the case of [clause (C) above] the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or conductany settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provideproceeding effected without its prior written notice to the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding to the Company. In the absence of a timely written election by Indemnitee,consent, provided, however, that the Company shall assume the right and obligation to control the defensenot unreasonably withhold, delay or conduct of such claim or Proceeding. Indemniteecondition its consent. The Company shall not, without the prior written consent of the Company, whichIndemnitee, consent shall not be unreasonably withheld, delayedto entry of any judgment or conditioned, effectenter into any settlement of any Proceeding againstor other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any matters that aresuch action shall not relieve the subjectCompany of such Proceeding and an acknowledgmentany liability to the Indemnitee under this [Section 9(k)], except to the extent that the Company denies all wrongdoingis materially and adversely prejudiced in connection withits ability to defend such matters.action.

Defense; Settlement.With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the 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 the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his own counsel in any Proceeding, but the fees and obligation to control the defense or conductexpenses of any claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide writtencounsel incurred after notice tofrom the Company of such election no later than 30 days afterits assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless # the employment of counsel by the Indemnitee submits noticehas been authorized by the Company, # the Indemnitee shall have reasonably concluded that there may be a conflict of such claim or Proceeding tointerest between the Company. InCompany and the absenceIndemnitee in the conduct of the defense of a timely written election by Indemnitee,Proceeding, or # the Company shall not in fact have employed counsel to assume the rightdefense of a proceeding, in each of which cases the fees and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consentexpenses of the Company, which consentIndemnitee’s counsel shall not be unreasonably withheld, delayed or conditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee.advanced by the Company. The Company shall not be obligatedentitled to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee withoutassume the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performancedefense of any obligationProceeding brought by persons other thanor on behalf of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.Indemnitee.

Defense; Settlement. The Company shall have the right and obligation to control the defense or conductwill not be liable for any settlement of any claimProceedings effected without its written consent (which consent must not be unreasonably withheld), but if settled with the Company’s written consent or Proceeding with respect to Indemnitee unless Indemnitee,if a final judgment for the plaintiff in Indemnitee’s sole discretion, elects to control the defense or conduct with respect toany such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide written notice toProceedings is delivered, the Company agrees to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such election no later than 30 days after Indemnitee submits notice of such claimsettlement or Proceeding to the Company. In the absence of a timely written election by Indemnitee, thejudgment. The Company shall assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shallmay not, without the prior written consent of the Company, whichan Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned,withheld), effect any settlement of any Proceeding against Indemniteepending or threatened Proceedings in respect of which indemnity could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee. The Company shall not be obligated to indemnify Indemnitee against amounts paid insought under this indemnity agreement by such Indemnified Person unless the settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any partyIndemnified Person, in form and substance reasonably satisfactory to such Proceeding other than the IndemniteeIndemnified Person, from all liability on any mattersclaims that are the subject matter of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.Proceedings.

Defense; Settlement. TheDefense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee unless Indemnitee,employ his own counsel in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. If Indemnitee so elects, Indemnitee shall provide writtenProceeding, but all Expenses related thereto incurred after notice tofrom the Company of its assumption of the defense shall be at Indemnitee's expense unless: # the employment of counsel by Indemnitee has been authorized by the Company, # Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such election no later than 30 days afterChange in Control), the employment of counsel by Indemnitee submits notice of such claimhas been approved by the Independent Counsel, or Proceeding to the Company. In the absence of a timely written election by Indemnitee,# the Company shall not in fact have employed counsel to assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consentProceeding, in each of which case all Expenses of the Company, which consentProceeding shall not be unreasonably withheld, delayed or conditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee.borne by the Company. The Company shall not be obligatedentitled to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee withoutassume the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performancedefense of any obligationProceeding brought by persons other than the Company and includes an unconditional releaseor on behalf of the Company by any partyor as to such Proceeding other thanwhich Indemnitee shall have made the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoingdetermination provided for in connection with such matters.# above.