Defense of Proceedings. The Company will be entitled to participate in the defense of any Proceeding or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, provided that in the event 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 Proceeding (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 him or her that are different from or in addition to those available to the Company, or # any such representation by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.

Defense of Proceedings.Claims. The Company willshall be entitled to participate in the defense of any ProceedingIndemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee,Indemnitee; provided that in the eventif 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 ProceedingIndemnifiable 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 him or herIndemnitee that are different from or in addition to those available to the Company, or # any such representation by the Companysuch counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee willshall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding)Indemnifiable Claim) at the Company’Company’s expense. The Company willshall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding inthreatened or pending Indemnifiable Claim to which the Indemnitee isis, or could have beenbeen, a party unless such settlement solely involves the payment of money and includes ana complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.Indemnifiable Claim. Neither the Company 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.

DefenseWith respect to any Proceeding for which indemnification or advancement of Proceedings. TheExpenses is requested, the Company will be entitled to participate intherein at its own expense and, except as otherwise provided below, to the defense of any Proceeding or toextent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, provided that in the event that # the use of counsel chosen byIndemnitee. After notice from the Company to representthe 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 presentimpose 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 expenses of such counsel with an actual or potential conflict,incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless # the named parties in any such Proceeding (including any impleaded parties) include bothemployment of counsel by the Company and Indemnitee andhas been authorized by the Company, # the Indemnitee shall concludehave reasonably concluded that there may be one or more legal defenses available to him or her that are different from ora conflict of interest between the Company and the Indemnitee in addition to those available to the Company,conduct of the defense of a Proceeding, or # any such representationthe 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 the Indemnitee’s counsel shall be advanced by the Company. The Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee willshall not be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) atassume the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlementdefense of any Proceeding inbrought by or on behalf of the Company or as to which the Indemnitee is or could have beenhas reasonably concluded that there may be a party unless such settlement solely involvesconflict of interest between the payment of moneyCompany and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.Indemnitee.

DefenseDefense. With respect to any Proceeding as to which Indemnitee notifies the Company of Proceedings. Thethe commencement thereof, the Company will be entitled to participate in the defense of any Proceeding orat its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof,thereof with counsel reasonably satisfactory to the Indemnitee, provided that in the event that # the use of counsel chosen byIndemnitee. After notice from the Company to represent Indemnitee would presentof 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 to employ his own counsel with an actual or potential conflict,in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: # the named parties in any such Proceeding (including any impleaded parties) include bothemployment of counsel by Indemnitee has been authorized by the Company andCompany, # Indemnitee and Indemnitee shall concludehas reasonably determined that there may be one or more legal defenses availablea 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 him or her that are different from orsuch Change in addition to those available toControl), the Company,employment of counsel by Indemnitee has been approved by the Independent Counsel, or # anythe Company shall not in fact have employed counsel to assume the defense of such representationProceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. The Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee willshall not be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) atassume the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlementdefense of any Proceeding in which the Indemnitee isbrought by or could have been a party unless such settlement solely involves the payment of money and includes an unconditional releaseon behalf of the Company or as to which Indemnitee from all liability on any claims that areshall have made the subject matter of such Proceeding.determination provided for in # above.

DefenseAssumption of Proceedings. TheDefense. In the event the Company willshall be entitledrequested by Indemnitee to participate inpay the defenseExpenses of any Proceeding orproceeding, the Company, if appropriate, shall be entitled to assume the defense thereof,of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably satisfactoryacceptable to Indemnitee. Upon assumption of the Indemnitee, provided that in the event that # the use of counsel chosendefense by the Company to represent Indemnitee would presentand the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with an actual or potential conflict, #respect to the named partiessame proceeding, provided that Indemnitee shall have the right to employ separate counsel in any such Proceeding (including any impleaded parties) include bothproceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and IndemniteeExpenses of Indemnitee’s counsel to defend such proceeding 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 availablesubject to the Company, or # any such representation by the Company would be precluded under the applicable standardsindemnification and advancement of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respectExpenses provisions of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.this Agreement.

Defense of Proceedings. TheASSUMPTION OF DEFENSE. In the event the Company willshall be entitledrequested by Indemnitee to participate inpay the defenseexpenses of any Proceedingproceeding, the Company or its affiliates, if appropriate, shall be entitled to assume the defense thereof,of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably satisfactoryacceptable to Indemnitee. Upon assumption of the Indemnitee, provided that in the event that # the use of counsel chosendefense by the Company to represent Indemnitee would presentor its affiliates and the retention of such counsel by the Company or its affiliates, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with an actual or potential conflict, #respect to the named partiessame proceeding, provided that Indemnitee shall have the right to employ separate counsel in any such Proceeding (including any impleaded parties) include bothproceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Indemniteeexpenses of Indemnitee’s counsel to defend such proceeding 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 availablesubject to the Company, or # any such representation by the Company would be precluded under the applicable standardsindemnification and advancement of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respectexpenses provisions of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.this Agreement.

DefenseNotwithstanding the provisions of Proceedings. TheSection 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, # Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, # Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or # if the Company will be entitled to participate in the defense of any Proceeding orfails to assume the defense thereof, withof such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel reasonably satisfactoryof Indemnitee’s choice, subject to the Indemnitee, provided thatprior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that # the use of counsel chosen by the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee would present such counselin connection with an actual or potential conflict, # the named parties in any such Proceeding (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 him or her that are different from or in addition to those available to the Company, or # any such representation by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.matter.

DefenseNotwithstanding the provisions of Proceedings. TheSection 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, # Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, # Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or # if the Company will be entitled to participate in the defense of any Proceeding orfails to assume the defense thereof, withof such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel reasonably satisfactoryof Indemnitee’s choice, subject to the Indemnitee, provided thatprior approval of the Company, which approval shall not be unreasonably withheld, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that # the use of counsel chosen by the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee would present such counselin connection with an actual or potential conflict, # the named parties in any such Proceeding (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 him or her that are different from or in addition to those available to the Company, or # any such representation by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.matter.

DefenseNotwithstanding the provisions of Proceedings. TheSection 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, # Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, # Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or # if the Company will be entitled to participate in the defense of any Proceeding orfails to assume the defense thereof, withof such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel reasonably satisfactoryof Indemnitee’s choice, subject to the Indemnitee, provided thatprior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that # the use of counsel chosen by the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee would present such counselin connection with an actual or potential conflict, # the named parties in any such Proceeding (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 him or her that are different from or in addition to those available to the Company, or # any such representation by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.matter.

DefenseIndemnitee’s Right to Counsel. Notwithstanding the provisions of Proceedings. The[Section 11(b)] above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, # Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, # a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or # if the Company will be entitled to participate in the defense of any Proceeding orfails to assume the defense thereof,of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Company. In addition, if the Company fails to comply with counsel reasonably satisfactory to the Indemnitee, provided thatany of its obligations under this Agreement or in the event that # the use of counsel chosen by the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee would present such counselin connection with an actual or potential conflict, # the named parties in any such Proceeding (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 him or her that are different from or in addition to those available to the Company, or # any such representation by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.matter.