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EXHIBIT 10 (y)
INDEMNIFICATION AGREEMENT
This Agreement, made and entered into this 9th day of November, 1995
("Agreement"), by and between ▇▇▇▇▇▇ Corporation, a Delaware corporation
("Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ III ("Indemnitee"):
WHEREAS, highly competent persons are becoming more reluctant to serve
publicly-held corporations as directors or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of
their service to and activities on behalf of the corporation; and
WHEREAS, the current impracticability of obtaining adequate insurance and the
uncertainties relating to indemnification have increased the difficulty of
attracting and retaining such persons;
WHEREAS, the Board of Directors of the Company has determined that the
inability to attract and retain such persons is detrimental to the best
interests of the Company's stockholders and that the Company should act to
assure such persons that there will be increased certainty of such protection
in the future; and
WHEREAS, it is reasonable, prudent and necessary for the Company contractually
to obligate itself to indemnify such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified; and
WHEREAS, Indemnitee is willing to serve, continue to serve and to take on
additional services for or on behalf of the Company on the condition that he be
so indemnified;
NOW, THEREFORE, in consideration of the premises and the covenants contained
herein, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1. Services by Indemnitee. Indemnitee agrees to serve as director
and/or officer of the Company. Indemnitee may at any time and for any reason
resign from such position (subject to any other contractual obligation or any
obligation imposed by operation of law), in which event the Company shall have
no obligation under this Agreement to continue Indemnitee in such position.
Section 2. Indemnification - General. The Company shall indemnify, and
advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in
this Agreement and (b) to the fullest extent permitted by applicable law in
effect on the date hereof and as amended from time to time. The rights of
Indemnitee provided under the preceding sentence shall include, but shall not
be limited to, the rights set forth in the other Sections of this Agreement.
Section 3. Proceedings Other Than Proceedings by or in the Right of the
Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 3 if, by reason of his Corporate Status (as
hereinafter defined), he is, or is threatened to be made, a party to any
threatened, pending, or completed Proceeding (as hereinafter defined), other
than a Proceeding by or in the right
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EXHIBIT 10(y)
of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified
against all Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
Proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be
entitled to the rights of indemnification provided in this Section 4 if, by
reason of his Corporate Status, he is, or is threatened to be made, a party to
any threatened, pending or completed Proceeding brought by or in the right of
the Company to procure a judgment in its favor. Pursuant to this Section,
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection with such Proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company; provided, however, that, if applicable law
so provides, no indemnification against such Expenses shall be made in respect
of any claim, issue or matter in such Proceeding as to which Indemnitee shall
have been adjudged to be liable to the Company unless and to the extent that
the Court of Chancery of the State of Delaware, or the court in which such
Proceeding shall have been brought or is pending, shall determine that such
indemnification may be made.
Section 5. Indemnification for Expenses of a Party who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of his Corporate Status, a party to and is
successful, on the merits or otherwise, in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation,
the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.
Section 6. Indemnification for Expenses of a Witness. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not
a party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.
Section 7. Advancement of Expenses. The Company shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding within ten (10) days after the receipt by the Company of a statement
or statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any
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EXHIBIT 10(y)
Expenses advanced if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified against such Expenses.
Section 8. Procedure for Determination of Entitlement to Indemnification.
a. To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, including
therein or therewith such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled
to indemnification. The Secretary of the Company shall,
promptly upon receipt of such a request for indemnification,
advise the Board of Directors in writing that Indemnitee has
requested indemnification.
b. Upon written request by Indemnitee for indemnification
pursuant to the first sentence of Section 8(a) hereof, a
determination, if required by applicable law, with respect to
Indemnitee's entitlement thereto shall be made in the specific
case: (i) if a Change in Control (as hereinafter defined)
shall have occurred, by Independent Counsel (as hereinafter
defined) in a written opinion to the Board of Directors, a
copy of which shall be delivered to Indemnitee; or (ii) if a
Change of Control shall not have occurred, (A) by the Board of
Directors by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined); or (B) if a
quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, such
quorum of Disinterested Directors so directs, by Independent
Counsel in a written opinion to the Board of Directors, a copy
of which shall be delivered to Indemnitee; or (C) if so
directed by the Board of Directors, by the stockholders of the
Company; and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be
made within ten (10) days after such determination.
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 Company (irrespective of
the determination as to Indemnitee's entitlement to
indemnification) and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom.
c. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant
to Section 8(b) hereof, the Independent Counsel shall be
selected as provided in this Section 8(c). If a Change of
Control shall not have occurred, the Independent Counsel shall
be selected by the Board of Directors, and
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EXHIBIT 10(y)
the Company shall give written notice to Indemnitee advising
him of the identity of the Independent Counsel so selected.
If a Change of Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board of
Directors, in which event the preceding sentence shall apply),
and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so
selected. In either event, Indemnitee or the Company, as the
case may be, may, within ten (10) days after such written
notice of selection shall have been given, deliver to the
Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such
objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements
of "Independent Counsel" as defined in Section 17 of this
Agreement, and the objection shall set forth with
particularity the factual basis of such assertion. If such
written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a
court has determined that such objection is without merit.
If, within twenty (20) days after submission by Indemnitee of
a 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 Court of Chancery of the State of Delaware or other court
of competent jurisdiction for resolution of any objection
which shall have been made by the Company or Indemnitee to the
other'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 so
resolved or the person so appointed shall act as Independent
Counsel under Section 8(b) hereof. The Company shall pay any
and all reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with acting
pursuant to Section 8(b) hereof, and the Company shall pay all
reasonable fees and expenses incident to the procedures of
this Section 8(c), regardless of the manner in which such
Independent Counsel was selected or appointed. Upon the due
commencement of any judicial proceeding or arbitration
pursuant to Section 10(a)(iii) of this Agreement, Independent
Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable
standards of professional conduct then prevailing).
Section 9. Presumptions and Effect of Certain Proceedings.
a. If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with
Section 8(a) of this Agreement, and the Company shall have the
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EXHIBIT 10(y)
burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any
determination contrary to that presumption.
b. The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of
itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did
not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct
was unlawful.
Section 10. Remedies of Indemnitee.
a. In the event that (i) a determination is made pursuant to
Section 8 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of
Expenses is not timely made pursuant to Section 7 of this
Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 8(b)
of this Agreement within ninety (90) days after receipt by the
Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5 or 6 of this
Agreement within ten (10) days after receipt by the Company of
a written request therefor, or (v) payment of indemnification
is not made within ten ( 10) days after a determination has
been made that Indemnitee is entitled to indemnification,
Indemnitee shall be entitled to an adjudication in an
appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of his entitlement to such
indemnification or advancement of Expenses. Alternatively,
Indemnitee, at his option, may seek an award in arbitration to
be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an
adjudication or an award in arbitration within 180 days
following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 10(a);
provided, however, that the foregoing clause shall not apply
in respect of a proceeding brought by Indemnitee to enforce
his rights under Section 5 of this Agreement.
b. In the event that a determination shall have been made
pursuant to Section 8(b) of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 10 shall be
conducted in all respects as a de novo trial, or arbitration,
on the merits and Indemnitee shall not be prejudiced by reason
of that adverse determination. If a Change of Control shall
have occurred, in any judicial proceeding or arbitration
commenced pursuant to this Section 10 the Company shall have
the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may
be.
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EXHIBIT 10(y)
c. If a determination shall have been made pursuant to Section
8(b) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration
commenced pursuant to this Section 10, absent (i) a
misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee's statement
not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification
under applicable law.
d. In the event that Indemnitee, pursuant to this Section 10,
seeks a judicial adjudication of or an award in arbitration to
enforce his rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from
the Company, and shall be indemnified by the Company against,
any and all expenses (of the types described in the definition
of Expenses in Section 17 of this Agreement) actually and
reasonably incurred by him in such judicial adjudication or
arbitration, but only if he prevails therein. If it shall be
determined in said judicial adjudication or arbitration that
Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the
expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately
prorated.
Section 11. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.
a. The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Certificate of
Incorporation, the By-Laws, any agreement, a vote of
stockholders or a resolution of directors, or otherwise. No
amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken
or omitted by such Indemnitee in his Corporate Status prior to
such amendment, alteration or repeal.
b. To the extent that the Company maintains an insurance policy
or policies providing liability insurance for directors and/or
officers of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise which such person serves at the request of
the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director and/or
officer under such policy or policies.
c. In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of
the rights of recovery of Indemnitee, who shall execute all
papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.
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EXHIBIT 10(y)
d. The Company shall not be liable under this Agreement to make
any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually
received such payment under any insurance policy, contract,
agreement or otherwise.
Section 12. Duration of Agreement. This Agreement shall continue until and
terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director, officer, employee, or agent of the
Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee served at the
request of the Company; or (b) the final termination of any Proceeding then
pending in respect of which Indemnitee is granted rights of indemnification or
advancement of expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Section 10 of this Agreement relating thereto. This Agreement shall
be binding upon the Company and its successors and assigns and shall inure to
the benefit of Indemnitee and his heirs, executors and administrators.
Section 13. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.
Section 14. Except to Right of Indemnification or Advancement of Expenses.
Notwithstanding any other provision of this Agreement, Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement
with respect to any Proceeding brought by Indemnitee, or any claim therein
prior to a Change in Control, unless the bringing of such Proceeding or making
of such claim shall have been approved by the Board of Directors.
Section 15. Identical Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement.
Section 16. Headings. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of
this Agreement or the affect the construction thereof.
Section 17. Definitions. For purposes of this Agreement:
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EXHIBIT 10(y)
a. "Change of Control" means a change in control of the Company
occurring after the Effective Date of a nature that would be
required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or in response to any similar item on
any similar schedule or form) promulgated under the Securities
Exchange Act of 1934 (the "Act"), whether or not the Company
is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change in Control
shall be deemed to have occurred if after the Effective Date
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act), directly or indirectly,
of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding
securities without the prior approval of at least two-thirds
of the members of the Board of Directors in office immediately
prior to such person attaining such percentage interest; (ii)
there occurs a proxy contest, or the Company is a party to a
merger, consolidation, sale of assets, plan of liquidation or
other reorganization not approved by at least two-thirds of
the members of the Board of Directors then in office, as a
consequence of which members of the Board of Directors in
office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors
thereafter; or (iii) during any period of two consecutive
years, other than as a result of an event described in clause
(a)(ii) of this Section 17, individuals who at the beginning
of such period constituted the Board of Directors (including
for this purpose any new director whose election or nomination
for election by the Company's stockholders was approved by a
vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period)
cease for any reason to constitute at least a majority of the
Board of Directors.
b. "Corporate Status" describes the status of a person who is or
was a director and/or officer of the Company or of any other
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such person is or was
serving at the request of the Company.
c. "Disinterested Director" means a director of the Company who
is not and was not a party to the Proceeding in respect of
which indemnification is sought by Indemnitee.
d. "Effective Date" means November 9, 1995.
e. "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.
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EXHIBIT 10(y)
f. "Independent 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: (i) the Company or Indemnitee in any
matter material to either such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term
"Independent 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 Company or Indemnitee in an action to determine
Indemnitee's rights under this Agreement.
g. "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative
hearing or any other proceeding, whether civil, criminal,
administrative or investigative, except one (i) initiated by
an Indemnitee pursuant to Section 10 of this Agreement to
enforce his rights under this Agreement or (ii) pending on or
before the Effective Date, provided, however, that Proceeding
shall include the lawsuit styled ▇▇▇▇ ▇▇▇▇▇▇ v. ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., W. ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ Corporation;
Civil Action No. 14473; In the Court of Chancery of the State
of Delaware in and for New Castle County.
Section 18. Modification and Waiver. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
Section 19. Notice by Indemnitee. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder.
Section 20. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
(i) delivered by hand and receipted for by the party to whom said notice or
other communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:
a. If to Indemnitee to:
▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ III
▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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EXHIBIT 10(y)
b. If to the Company, to:
▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
P.O. Box 4240
Houston, Texas 77210-4240
Attention: General Counsel
or to such other address as may have been furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case may be.
Section 21. Governing Law. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware.
Section 22. Miscellaneous. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
▇▇▇▇▇▇ CORPORATION
(the "COMPANY")
By:
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Controller
ATTEST:
By:
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
"INDEMNITEE"
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ III
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SCHEDULE PURSUANT TO RULE 12b-31
The following directors and officers of ▇▇▇▇▇▇ are parties to indemnification
agreements with ▇▇▇▇▇▇ in substantially the form filed as Exhibit 10(y).
Name Date of Agreement
---- -----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ November 9, 1995
▇. ▇. ▇▇▇▇▇▇▇▇ November 9, 1995
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. November 9, 1995
W. ▇▇▇▇▇▇ ▇▇▇▇ November 9, 1995
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ November 9, 1995
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ November 9, 1995
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ November 9, ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ November 9, 1995
▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ III November 9, 1995
