Common use of Basic Indemnification Agreement Clause in Contracts

Basic Indemnification Agreement. (1) In the event the Employee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (defined below) by reason of (or arising in part out of) an Indemnifiable Event (defined below), the Company shall indemnify the Employee to the fullest extent not prohibited by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses (defined below), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. Notwithstanding anything in this Agreement to the contrary, prior to a Change in Control (as defined above) the Employee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Employee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by the Employee, the Company shall advance to the Employee (within twenty (20) days of such request) any and all Expenses (an "Expense Advance"). (2) Notwithstanding the foregoing, (a) the obligations of the Company under Section 7(B)(i) shall be subject to the condition that any Reviewing Party (defined below) shall not have determined (in a written opinion, in any case in which the Special Independent Counsel referred to in Section 7(C) below is involved) that the Employee would not be permitted to be indemnified under applicable law, and (b) the obligation of the Company to make an Expense Advance pursuant to Section 7(B)(i) shall be subject

Basic Indemnification Agreement. (1a) In the event the Employee Director was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (defined belowas hereinafter defined) by reason of (or arising in part out of) an Indemnifiable Event (defined belowas hereinafter defined), the Company shall indemnify the Employee Director to the fullest extent not prohibited permitted by law, law as soon as practicable but in any event no later than thirty (30) 30 days after written demand is presented to the Company, against any and all Expenses (defined belowas hereinafter defined), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Director, the Company shall advance (within ten business days of such written request) any and all Expenses to Director (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control (as defined abovehereinafter defined) the Employee Director shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Employee Director against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by the Employee, the Company shall advance to the Employee (within twenty (20) days of such request) any and all Expenses (an "Expense Advance"). (2b) Notwithstanding the foregoing, (ai) the obligations of the Company under Section 7(B)(i1(a) shall be subject to the condition that any the Reviewing Party (defined belowas hereinafter defined) shall not have determined (in a written opinion, in any case in which the Special Independent Counsel special independent counsel referred to in Section 7(C) below 2 is involved) that the Employee Director would not be permitted to be indemnified under applicable law, and (bii) the obligation of the Company to make an Expense Advance pursuant to Section 7(B)(i1(a) shall be subjectsubject to the condition that, if, when and to the extent that the Reviewing Party determines that

Basic Indemnification Agreement. (1i) In the event the Employee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (defined below) by reason of (or arising in part out of) an Indemnifiable Event (defined below), the Company shall indemnify the Employee to the fullest extent not prohibited by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses (defined below), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. Notwithstanding anything in this Agreement to the contrary, prior to a Change in Control (as defined above) the Employee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Employee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by the Employee, the Company shall advance to the Employee (within twenty (20) days of such request) any and all Expenses (an "Expense Advance"). (2ii) Notwithstanding the foregoing, (a) the obligations of the Company under Section 7(B)(i) shall be subject to the condition that any Reviewing Party (defined below) shall not have determined (in a written opinion, in any case in which the Special Independent Counsel referred to in Section 7(C) below is involved) that the Employee would not be permitted to be indemnified under applicable law, and (b) the obligation of the Company to make an Expense Advance pursuant to Section 7(B)(i) shall be subjectsubject to the condition that if, when and to the extent that any Reviewing Party determines that the Employee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Employee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Employee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Employee should be indemnified under applicable law, any determination made by a Reviewing Party that the Employee would not be permitted to be indemnified under applicable law shall not be binding and the Employee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, a Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, a Reviewing Party shall be the Special Independent Counsel referred to in Section 7(C) below. If there has been no appointment or no determination by a Reviewing Party or if a Reviewing Party determines that the Employee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Employee shall have the right to commence litigation in any court in the Commonwealth of Virginia having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual basis therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Employee.