INDEMNIFICATION AGREEMENT

might arise in connection with his service, but this insurance contains many restrictions and limitations;

WHEREAS, the Indemnitee has indicated that he does not regard the indemnification available under the Delaware General Corporation Law, the Restated Certificate of Incorporation of the Corporation, and the Corporation’s directors’ and officers’ liability insurance to be adequate protection against the risks associated with his service to or at the request of the Corporation;

WHEREAS, the Indemnitee and the Corporation have concluded that the exposure to risk of personal liability and payment of damages out of the Indemnitee’s personal assets may result in overly conservative direction and supervision of the Corporation’s affairs, which is detrimental to the best interests of the Corporation and its stockholders; and

WHEREAS, the Corporation has concluded that additional protection is necessary for its directors and executive officers.

NOW, THEREFORE, in consideration of the Indemnitee’s continued and future service to the Corporation, the parties agree as follows:

1.              INDEMNIFICATION.  The Corporation agrees to indemnify the Indemnitee to the full extent permitted by the Delaware General Corporation Law, as it exists now or as it may be amended in the future to provide additional indemnification for the Indemnitee.

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2.             ADDITIONAL INDEMNIFICATION AND PAYMENT OF EXPENSES.  Without limiting the indemnification provided in Section 1 and subject to the limitations, terms and conditions of this Agreement, including, but not limited to, the limitations in Section 8, the Corporation agrees to:

(a)           indemnify the Indemnitee against all judgments for both compensatory and punitive damages, fines, taxes, penalties and settlements incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, any action by or in the right of the Corporation), to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the Indemnitee is, was or at any time becomes a director, officer, employee, agent or fiduciary of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or with respect to any employee benefit plan (or its participants or beneficiaries) of the Corporation or any such other enterprise, or by reason of any action alledged to have been taken or omitted by the Indemnitee in any such capacity, and

(b)           pay all costs, charges and other expenses, including, but not limited to, attorneys’ fees, costs of appearance, attachment and similar bonds (hereinafter referred to as “Expenses”) incurred in connection with the investigation and defense of any action, suit or proceeding described in Section 2(a).

3.             MAINTENANCE OF D&O INSURANCE.

(a)           The Corporation presently has the following policies of directors’ and officers’ liability insurance in force (the “D&O Policies”):

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So long as the Indemnitee shall continue to serve in any capacity described in Section 2 and thereafter so long as there is any reasonable possibility that the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee served in any of said other capacities, the Corporation will purchase and maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance providing coverage amounts of at least $25,000,000; provided, however, that such policy(ies) and coverage amounts may also include other coverages, including, but not limited to, professional liability, fiduciary, fidelity, and employment practice.

(b)           Notwithstanding Section 3(a), the Corporation shall not be required to maintain directors’ and officers’ liability insurance in effect if (i) in the reasonable business judgment of the Board of Directors of the Corporation as it may exist from time to time such insurance is not reasonably available or if (ii) the premium cost for such insurance is substantially disproportionate to the amount of insurance or (iii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance.

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(c)           If the Corporation, acting under Section 3(b), does not purchase and maintain in effect directors’ and officers’ liability insurance, the Corporation shall indemnify and hold harmless the Indemnitee to the full extent of the coverage which would otherwise have been provided by the D&O Policies.

4.             DEFENSE OF CLAIM.  With respect to any action, suit or proceeding described in Section 2, the Corporation may elect to assume the investigation and defense of such action, suit or proceeding with counsel it elects with the consent of the Indemnitee, which consent shall not be unreasonably withheld.  After notice to the Indemnitee from the Corporation of its election to assume the investigation and defense, the Corporation shall not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the investigation and defense other than for services requested by the Corporation or the counsel it selected.  The Indemnitee shall have the right to employ his own counsel, but the Expenses incurred by the Indemnitee after notice from the Corporation of its assumption of the investigation and defense shall be at the expense of the Indemnitee. Notwithstanding the foregoing, however, the Indemnitee shall be entitled to separate counsel in any action, suit or proceeding brought by or on behalf of the Corporation or as to which counsel for the Indemnitee reasonably concludes that there is a conflict of interest between the Corporation and the Indemnitee, provided that the Corporation shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one action, suit or proceeding.

5.             ADVANCE PAYMENT OF EXPENSES.  The Indemnitee’s reasonable Expenses incurred in connection with any action, suit or proceeding described in

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Section 2 shall be paid by the Corporation as they accrue, and, in any event, within thirty (30) days after the Corporation has received written request therefor from or on behalf of the Indemnitee.  The Corporation shall continue to make such payments unless and until there has been a final adjudication by a court of competent jurisdiction establishing that the Indemnitee is not entitled to be indemnified for su