Section 1. Definitions.
(a) As used in this Agreement:
"Agreement" has the meaning ascribed to such term in the Preamble hereto.
"Board" has the meaning ascribed to such term in the Recitals hereto.
"Bylaws" has the meaning ascribed to such term in the Recitals hereto.
"Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company.
"Change in Control" has the meaning ascribed to such term in Section 1(b) hereof.
"Corporate Status" describes the status of an individual who is or was a Representative of an Enterprise.
"Company" has the meaning ascribed to such term in the Preamble hereto.
"DGCL" has the meaning ascribed to such term in the Recitals hereto.
"Enterprise" means the Company and any other Person, employee benefit plan, joint venture or other enterprise of which
Indemnitee is or was serving at the request of the Company as a Representative.
"Exchange Act" means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.
"Expenses" means all reasonable costs,
expenses, fees and charges, including, without limitation, 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, being or preparing to be a witness in, or otherwise
participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, in respect of or relating to, any
Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by
Indemnitee in connection with the interpretation, enforcement or defense of Indemnitees rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the
actual or deemed receipt of any payments under this Agreement (on a grossed up basis) and (iv) any interest, assessments or other charges in respect of the foregoing.
"Indemnitee" has the meaning ascribed to such term in the Preamble hereto.