EX-10.23.2 - Second Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Xxxxx Xxxxxxxx, Inc.
April 25, 2001
EUROTECH, Ltd.
00000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: [Xxx X. Xxxxxxxxx,]
[President and Chief Executive Officer]
Ladies and Gentlemen:
The purpose of this letter is to confirm the engagement of Xxxxx
Xxxxxxxx, Inc. by EUROTECH, Ltd. (the "Company") as a non-exclusive business and
strategic consultant to the Company to assist the Company in evaluating:
(i) possibilities for improving the Company's capital stature,
including, without limitation, through a possible transaction or series or
combination of transactions whereby, directly or indirectly, the Company or any
of its subsidiaries or.: affiliates: (a) redeems or exchanges any equity or debt
securities for new equity or debt securities; (b) reduces or restructures
existing indebtedness, through negotiation with existing or potential new
creditors or obtaining new credit and settlements, forbearances or waivers of
existing indebtedness, or by other means; (c) obtains or raises capital from any
bank, financial institution or other financing source; or (d) issues or sells
any equity or debt securities to any financial institution, investor or other
person; and
(ii) the Company's strategic alternatives, including, without
limitation, a possible transaction or series or combination of transactions
whereby, directly or indirectly: (a) control of a material interest in part or
all of the securities, one or more material assets or businesses of the Company
or any of its affiliates may be sold, transferred, assigned or combined with
those of a third party, through a purchase or exchange of capital stock or one
or more material assets, a lease of one or more material assets with or without
a purchase option, a merger or consolidation, the formation of a joint venture,
a minority investment or partnership, the purchase of any right to all or a
substantial portion of the revenues or income of the Company or any subsidiary
or affiliate, or any similar transaction; or (b) an agreement relating to the
sale, marketing or joint development of the Company's products or services is
entered into (any such agreement, a "Company Business Agreement").
For purposes of this Agreement, any of the transactions described in
clauses (i) and (ii) above shall be referred to as a "Transaction" and any third
party involved as a principal in a Transaction shall be referred to as a
"Transaction Party".
EX-10.23.2 - Second Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Xxxxx Xxxxxxxx, Inc.
SECTION 1. SERVICES TO BE RENDERED. Xxxxx Xxxxxxxx, Inc. will perform
such of the following consulting services on the Company's behalf as the Company
may reasonably request:
(a) Xxxxx Xxxxxxxx, Inc. will familiarize itself to the extent it deems
appropriate and feasible with the business, operations, properties and financial
condition of the Company and, if appropriate, a Transaction Party, it being
understood that Xxxxx Xxxxxxxx, Inc. shall, in the course of such
familiarization, rely entirely upon publicly available information and such
other information as may be supplied by the Company or the Transaction Party
without assuming any responsibility for independent investigation or
verification thereof;
(b) Xxxxx Xxxxxxxx, Inc. will advise and assist the Company in
considering the desirability of effecting a Transaction; and, if the Company
believes such a Transaction to be desirable, in developing a general strategy
for accomplishing a Transaction, including advice with respect to the
structuring of the terms, conditions and financing of any proposed Transaction;
(c) Xxxxx Xxxxxxxx, Inc. will advise and assist the Company in the
course of the Company's negotiation of a Transaction, it being understood,
however, that nothing herein shall require Xxxxx Xxxxxxxx, Inc. to participate
directly in any negotiation involving a Transaction in which securities are
contemplated to be offered or sold;
(d) to the extent required for the completion of a Transaction, Xxxxx
Xxxxxxxx, Inc. will assist the Company in the preparation of descriptive data
concerning the Company, based upon information provided by the Company, the
reasonableness, accuracy and completeness of which information Xxxxx Xxxxxxxx,
Inc. will not be required to investigate and about which Xxxxx Xxxxxxxx, Inc.
will express no opinion;
(e) Xxxxx Xxxxxxxx, Inc. will advise and assist the Company in
identifying potential Transaction Parties, it being understood, however, that
nothing herein shall require Xxxxx Xxxxxxxx, Inc. to contact any potential
Transaction Parties directly in connection with a Transaction in which
securities are contemplated to be offered or sold; and
(f) Xxxxx Xxxxxxxx, Inc. will render such other consulting services as
may from time to time be agreed upon by Xxxxx Xxxxxxxx, Inc. and the Company.
The parties hereby acknowledge that Xxxxx Xxxxxxxx, Inc. is not registered as a
broker or dealer under the Securities Exchange Act of 1934 (the "1934 Act") and
is not in a position to effect transactions in securities. Notwithstanding
anything otherwise to the contrary in this Agreement, the parties hereby
acknowledge and agree that Xxxxx Xxxxxxxx'x services to the Company shall be
strictly limited to providing consulting services and that nothing contained
herein shall: (a) constitute any commitment or offer whatsoever by Xxxxx
Xxxxxxxx, Inc. to underwrite or place any securities; or (b) require Xxxxx
Xxxxxxxx, Inc. in performing its duties hereunder to engage in any activity that
would result in Xxxxx Xxxxxxxx, Inc. being required to register as a broker or
dealer under the 1934 Act.
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EX-10.23.2 - Second Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Xxxxx Xxxxxxxx, Inc.
SECTION 2. INFORMATION PROVIDED BY THE COMPANY.
(a) The Company shall make available, and if appropriate shall request
that the Transaction Party make available, to Xxxxx Xxxxxxxx, Inc. all
information concerning the business, operations, properties, prospects and
financial condition of the Company or the Transaction Party, as applicable, that
Xxxxx Xxxxxxxx, Inc. requests in connection with the rendering of services
hereunder, and shall provide Xxxxx Xxxxxxxx, Inc. with reasonable access to the
Company's or the Transaction Party's officers, directors, employees, independent
accountants and other advisors and agents as Xxxxx Xxxxxxxx, Inc. shall deem
appropriate.
(b) The Company recognizes and confirms that Xxxxx Xxxxxxxx, Inc. will
use and rely upon the information provided by or on behalf of the Company and
its advisors and agents or the Transaction Party, as the case may be, and their
respective advisors and agents and on publicly available information in
performing the services contemplated hereby. It is understood that in performing
under this engagement Xxxxx Xxxxxxxx, Inc. may assume and rely upon the accuracy
and completeness of, and is not assuming any responsibility for independent
investigation or verification of, such publicly available information and the
information so furnished. It is also understood that Xxxxx Xxxxxxxx, Inc. is not
assuming any responsibility for any independent valuation or appraisal of any of
the assets of the Company or the Transaction Party, as the case may be. The
Company will promptly notify Xxxxx Xxxxxxxx, Inc. if the Company learns of any
material inaccuracy or misstatement in, or any material omission from, any such
information furnished by the Company or the Transaction Party, as the case may
be, or any of their agents or advisors, to Xxxxx Xxxxxxxx, Inc. or of any such
publicly available information.
SECTION 3. FEES. The Company shall pay to Xxxxx Xxxxxxxx, Inc. for its
services hereunder the following fees at the times set forth below:
(a) A transaction fee ("Transaction Fee") equal to four percent of the
Aggregate Consideration (as defined below) paid or payable in connection with a
completed Transaction. The Transaction Fee shall be payable upon the
consummation of a Transaction; provided, however, that compensation attributable
to that part of the Aggregate Consideration that is contingent upon the passage
of time or the occurrence of some future event, circumstance or financial
performance (e.g., an earn-out or similar provision) shall be paid by the
Company to Xxxxx Xxxxxxxx, Inc. promptly upon the earlier of (x) the date on
which the payment of such Aggregate Consideration to the Company, its
stockholders or other parties is due or (y) the time that such Aggregate
Consideration can be determined, provided, however that Section 3(d) of this
Agreement shall govern the timing of fees payable to Xxxxx Xxxxxxxx, Inc.
relating to all Transactions to be effected in stages;
(b) In the event that the Transaction is consummated in more than one
stage, all such stages together shall be deemed a single Transaction,.
consummated on the date of closing of the first such stage but with
consideration in respect of each stage payable upon the consummation thereof.
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EX-10.23.2 - Second Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Xxxxx Xxxxxxxx, Inc.
(c) In addition to the fees provided above and the reimbursement of
expenses set forth in Section 4 below (unless Xxxxx Xxxxxxxx, Inc. is determined
not to be entitled to indemnification pursuant to the provisions of Exhibit A
hereto), the Company shall pay to Xxxxx Xxxxxxxx, Inc. the customary hourly fees
charged by Xxxxx Xxxxxxxx, Inc. for each hour that a Xxxxx Xxxxxxxx, Inc.
employee shall be required to testify (or be available on site to testify) in
any court, arbitration or administrative proceedings, or in oral depositions
relating thereto, arising out of or in connection with Xxxxx Xxxxxxxx'x
engagement hereunder; and
(d) For purposes hereof, the term "Aggregate Consideration" shall mean
the total amount of all cash, securities, contractual arrangements (including
any put or call agreements) and other properties paid or payable, directly or
indirectly in connection with a Transaction (including without limitation
amounts paid (i) in excess of the ordinary course pursuant to covenants not to
compete, employment contracts, employee benefit plans, management fees or other
similar arrangements, and (ii) to holders of any warrants, stock purchase
rights, convertible securities or similar rights of the Transaction Party and to
holders of any options or stock appreciation rights issued by the Transaction
Party, whether or not vested). Aggregate Consideration shall include the amount
of any short-term debt and long-term liabilities of the Transaction Party
(including the principal amount of any indebtedness for borrowed money and
capitalized leases and the full amount of any off-balance sheet financings) (x)
repaid or retired in connection with or in anticipation of a Transaction or (y)
existing on the Transaction Party's balance sheet at the time of a Transaction
(if such Transaction takes the form of a merger, consolidation or a purchase of
stock or partnership interests) or assumed in connection with a Transaction (if
such Transaction takes the form of a purchase of assets). Aggregate
Consideration also shall include the value of any current assets not purchased
(if such Transaction takes the form of a purchase of assets). In the event such
Transaction takes the form of a recapitalization, restructuring, spin-off,
split-off or similar transaction, Aggregate Consideration shall include the fair
market value of (i) the equity securities of the Transaction Party retained by
the Transaction Party's security holders following such a Transaction and (ii)
any securities received by the Transaction Party's security holders in exchange
for or in respect of securities of the Transaction Party following such
Transaction (all such securities received by such security holders being deemed
to have been paid to such security holders in such Transaction). Aggregate
Consideration also shall include the net present value of any royalties or other
contractual payments to be made under a Company Business Agreement. Aggregate
Consideration shall be reduced by the amount of cash or marketable securities
existing on the Transaction Party's balance sheet at the time of a Transaction
(if such Transaction takes the form of a merger, consolidation or a purchase of
stock or partnership interests or a purchase of assets including such cash or
marketable securities). The value of securities that are freely tradable in an
established public market will be deemed to be the average of the market closing
prices for each of the twenty trading days immediately prior to the consummation
of a Transaction. The value of securities and other consideration that are not
freely tradable or have no established public market, or if the consideration
utilized consists of property other than securities, shall be the fair market
value thereof as determined in good faith by Xxxxx Xxxxxxxx, Inc. and the
Company.
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EX-10.23.2 - Second Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Xxxxx Xxxxxxxx, Inc.
SECTION 4. EXPENSES. Whether or not any Transaction is proposed or
consummated and without in. any way reducing or affecting the provisions of
Exhibit A hereto, the Company shall reimburse Xxxxx Xxxxxxxx, Inc. for its
out-of-pocket expenses incurred in connection with the provision of services
hereunder and the consummation of any Transaction contemplated or attempted
hereby, including, without limitation fees, disbursements and other charges of
Xxxxx Xxxxxxxx'x counsel. Out-of-pocket expenses also shall include, without
limitation, travel and lodging, data processing and communication charges,
research and courier services. The Company shall promptly reimburse Xxxxx
Xxxxxxxx, Inc. upon presentation of an invoice or other similar documentation.
SECTION 5. INDEMNITY. The Company expressly agrees to the provisions of
Exhibit A hereto which provide for certain indemnification by the Company of
Xxxxx Xxxxxxxx, Inc. and certain related persons. Such indemnification is an
integral part of this agreement and the terms thereof are incorporated by
reference herein. Such indemnification shall survive any termination, expiration
or completion of Xxxxx Xxxxxxxx'x engagement hereunder. If the Transaction takes
the form of a merger or consolidation, the surviving company thereof shall
assume the indemnification obligations of the Company set forth herein.
SECTION 6. TERM. This agreement and Xxxxx Xxxxxxxx'x engagement
hereunder may be terminated by either the Company or Xxxxx Xxxxxxxx, Inc., upon
thirty days' prior written notice thereof to the other party; provided, however,
that (a) termination of Xxxxx Xxxxxxxx'x engagement hereunder shall not affect
the Company's continuing obligation to indemnify Xxxxx Xxxxxxxx, Inc. and
certain related persons as provided in Section 5 hereof and Exhibit A; (b) Xxxxx
Xxxxxxxx, Inc. shall be entitled to (i) the full engagement fee provided for in
Section 3(a), and (ii) the full transaction fees agreed upon or provided for
pursuant to Section 3 hereof in the event that at any time prior to the
expiration of two years following such termination, a letter of intent or
definitive agreement with respect to a Transaction is executed (which such
letter of intent or definitive agreement actually results in the consummation of
a Transaction at any time); (c) termination of Xxxxx Xxxxxxxx'x engagement
hereunder shall not affect the Company's obligation to reimburse the expenses
accruing prior to such termination to the extent provided for m Section 4; and
(d) this Section 6 and Section 7 hereof shall survive any termination of this
Agreement and termination of Xxxxx Xxxxxxxx'x engagement hereunder.
SECTION 7. MISCELLANEOUS.
(a) Except as contemplated by the terms hereof or as required by
applicable law, Xxxxx Xxxxxxxx, Inc. shall keep confidential all information
provided to it by the Company, unless publicly available or otherwise available
to Xxxxx Xxxxxxxx, Inc. without restriction or breach of any confidentiality
agreement, and shall not disclose such information to any third party, other
than in confidence to its employees, agents, representatives and advisors,
without the Company's prior approval.
-5-
EX-10.23.2 - Second Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Xxxxx Xxxxxxxx, Inc.
(b) Xxxxx Xxxxxxxx, Inc. has been retained under this agreement as an
independent contractor with duties owed solely to the Company. The advice (oral
or written) rendered by Xxxxx Xxxxxxxx, Inc. pursuant to this agreement is
intended solely for the benefit and use of the Board of Directors of the Company
in considering the matters to which this agreement relates, and the Company
agrees that such advice may not be relied upon by any other person, used for any
other purpose or reproduced, disseminated, quoted or referred to at any time, in
any manner or for any purpose, nor shall any public references to Xxxxx
Xxxxxxxx, Inc. be made by the Company, without the prior written consent of
Xxxxx Xxxxxxxx.
(c) The Company agrees that Xxxxx Xxxxxxxx, Inc. shall have the right
to place advertisements in financial and other newspapers and journals at Xxxxx
Xxxxxxxx'x own expense describing its services hereunder; provided, however,
that Xxxxx Xxxxxxxx, Inc. shall submit a copy of any such advertisement to the
Company for its approval, which approval shall not be unreasonably withheld or
delayed.
(d) This agreement may not be amended or modified except by a writing
executed by each of the parties and this agreement, including all controversies
arising from or relating to performance under this agreement, shall be governed
by and construed in accordance with the laws of the State of New York, without
giving effect to any contrary result otherwise required under applicable rules
concerning conflict or choice of law. The provisions of this agreement,
including without limitation the obligation to make the payments set forth in
Section 3 above, shall be binding on the Company and its successors and assigns.
Xxxxx Xxxxxxxx, Inc. may assign its rights and obligations under this agreement
to an affiliate of Xxxxx Xxxxxxxx, Inc. upon the prior written consent of the
Company, such consent not to be unreasonably withheld or delayed.
(e) Any lawsuits with respect to, in connection with or arising out of
this agreement shall be brought in a court for the Southern District of New York
and the parties hereto consent to the jurisdiction and venue of such court for
the Southern District as the sole and exclusive forum, unless such court is
unavailable, for the resolution of claims by the parties arising under or
relating to this agreement. The parties hereto further agree that proper service
of process on a party may be made on any agent designated by such party located
in the State of New York.
(f) To the extent permitted by applicable law, the Company and Xxxxx
Xxxxxxxx, Inc. each hereby waive trial by jury in any lawsuit with respect to,
in connection with or arising out of this agreement, or any other claim or
dispute relating to the engagement of Xxxxx Xxxxxxxx, Inc. arising between the
parties hereto. The Company and Xxxxx Xxxxxxxx, Inc. each confirm. that the
foregoing waivers are informed and freely made.
[Balance of page intentionally remains blank]
[The following page is the signature page]
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If the foregoing correctly sets forth the understanding and agreement
between Xxxxx Xxxxxxxx, Inc. and the Company, please so indicate by signing the
enclosed copy of this letter, whereupon it shall become a binding agreement
between the parties hereto as of the date first above written.
Very truly yours,
/s/
-----------------------------------
Xxxxx Xxxxxxxx, Inc.
By: Name: Xxxx X. Xxxxxxxx Title: President Accepted and Agreed to as of the day
first written above:
EUROTECH, Ltd.
By: Name:
Title:
EX-10.23.2 - Second Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Xxxxx Xxxxxxxx, Inc.
EXHIBIT A This Exhibit A is a part 'of and incorporated into that
certain Agreement, dated April 25, 2000, (together with this Exhibit A, this
"Agreement") by and among EUROTECH, Ltd. (together with its subsidiaries and
affiliates, the "Company") and Xxxxx Xxxxxxxx, Inc.
The Company shall indemnify and hold harmless Xxxxx Xxxxxxxx, Inc. and
its affiliates, counsel and other professional advisors, and the respective
directors, officers, controlling persons, agents and employees of each of the
foregoing (Xxxxx Xxxxxxxx, Inc. and all of such other persons collectively, the
"Indemnified Parties"), from and against any losses, claims or proceedings
including stockholder actions, damages, judgments, assessments, investigation
costs, settlement costs, fines, penalties, arbitration awards, other
liabilities, costs, fees and expenses (collectively, "Losses") (i) related to or
arising out of (A) oral or written information provided by the Company, the
Company's employees or other agents, which either the Company or Xxxxx Xxxxxxxx,
Inc. provides to any persons, or (B) other action or failure to act by the
Company, the Company's employees or other agents or Xxxxx Xxxxxxxx, Inc. at the
Company's request or with the Company's consent, or (ii) otherwise related to or
arising out of the engagement of Xxxxx Xxxxxxxx, Inc. under this Agreement or
any transaction or conduct in connection therewith, provided that this clause
(ii) shall not apply if it is finally judicially determined by a court of
competent jurisdiction that such Losses arose solely out of the gross negligence
or bad faith of such Indemnified Party. If multiple claims are brought against
an Indemnified Party in an arbitration, with respect to at least one of which
indemnification is permitted under applicable law and provided for under this
Agreement, the Company agrees that any arbitration award shall be conclusively
deemed to be based on claims as to which indemnification is permitted and
provided for, except to the extent the arbitration award expressly states that
the award, or any portion thereof, is based solely on a claim as to which
indemnification is not available.
The Company shall further reimburse any Indemnified Party promptly for,
or at the Indemnified Party's option advance amounts sufficient to cover, any
legal or other fees or expenses as they are incurred (i) in investigating,
preparing or pursuing any action or other proceeding (whether formal or
informal) or threat thereof, whether or not in connection with pending or
threatened litigation or arbitration and whether or not any Indemnified Party is
a party (an "Action") and (ii) in connection with enforcing such Indemnified
Party's rights under this Agreement (including, without limitation, its rights
under this Exhibit A); provided, however, that in the event it is finally
judicially determined by a court of competent jurisdiction that the Losses of
such Indemnified Party arose solely out of the gross negligence or bad faith of
such Indemnified Party, such Indemnified Party will promptly remit to the
Company any amounts reimbursed or advanced under this paragraph.
The Company shall, if requested by Xxxxx Xxxxxxxx, Inc., assume the
defense of any such Action including the employment of counsel reasonably
satisfactory to Xxxxx Xxxxxxxx, Inc. and will not settle, compromise, consent or
otherwise resolve or seek to terminate any pending or threatened Action (whether
or not any Indemnified Party is a party thereto) unless it obtains the prior
written consent of Xxxxx Xxxxxxxx, Inc. or an express, unconditional release of
each Indemnified Party from all liability relating to such Action and the
engagement of Xxxxx Xxxxxxxx, Inc. under this Agreement. Any Indemnified Party
shall be entitled to retain separate counsel of its choice and participate in
the defense of any Action in connection with any of the matters to which this
Exhibit A relates, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless: (i) the Company has failed promptly to
assume the defense and employ counsel or (ii) the named parties to any such
Action (including any impleaded parties) include such Indemnified Party and the
Company, and such Indemnified Person shall have been advised by counsel that
A-1
EX-10.23.2 - Second Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Xxxxx Xxxxxxxx, Inc.
there may be one or more legal defenses available to it which are different from
or in addition to those available to the Company; provided that the Company
shall not in such event be responsible under this Exhibit A for the fees and
expenses of more than one firm of separate counsel (in addition to local
counsel) in connection with any such Action in the same jurisdiction.
The Company agrees that if any right of any Indemnified Party set forth
in the preceding paragraphs is finally judicially determined to be unavailable
(except by reason of the gross negligence or bad faith of such Indemnified
Party), or is insufficient to hold such Indemnified Party harmless against such
Losses as contemplated herein, then the Company shall contribute to such Losses
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and its stockholders, on the one hand, and such
Indemnified Party, on the other hand, in connection with the transactions
contemplated hereby, and (ii) if (and only if) the allocation provided in clause
(i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the
relative fault of the Company and such Indemnified Party; provided, however.
that in no event shall the amount, if any, to be contributed by all Indemnified
Parties exceed the amount of the fees actually received by Xxxxx Xxxxxxxx, Inc.
hereunder. Benefits received (or anticipated to be received) by the Company and
its stockholders shall be deemed to be equal to the aggregate cash consideration
and value of securities or any other property payable, exchangeable or
transferable in any proposed or potential transactions within the scope of this
Agreement, and benefits received by Xxxxx Xxxxxxxx, Inc. shall be deemed to be
equal to the compensation payable by the Company to Xxxxx Xxxxxxxx, Inc. in
connection with this Agreement. Relative fault shall be determined by reference
to, among other things, whether any alleged untrue statement or omission or any
other alleged conduct relates to information provided by the Company or other
conduct by the Company (or the Company's employees or other agents) on the one
hand or by Xxxxx Xxxxxxxx, Inc. on the other hand. The parties hereto agree that
it would not be just and equitable if contribution were determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to above.
The Company also agrees that no Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to the
Company for or in connection with advice or services rendered or to be rendered
by any Indemnified Party pursuant to this Agreement, the transactions
contemplated hereby or any Indemnified Party's actions or inactions in
connection with any such advice, services or transactions except for Losses of
the Company that are finally judicially determined by a court of competent
jurisdiction to have arisen solely out of the gross negligence or bad faith of
such Indemnified Party in connection with any such advice, actions, inactions or
services.
The rights of the Indemnified Parties hereunder shall be in addition to
any other rights that any Indemnified Party may have at common law, by statute
or otherwise. Except as otherwise expressly provided for in this Exhibit A, if
any term, provision, covenant or restriction contained in this Exhibit A is held
by a court of competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions contained in this agreement all remain in
full force and effect and shall in no way be affected, impaired or invalidated.
The reimbursement, indemnity and contribution obligations of the Company set
forth herein shall apply to any modification of this Agreement and shall remain
in full force and effect regardless of any termination of, or the completion of
any Indemnified Person's services under or in connection with, this Agreement.
A-2
