FORM OF DIRECTOR INDEMNIFICATION AGREEMENT

THIS DIRECTOR INDEMNIFICATION AGREEMENT, dated as of __________ (this "Agreement"), is made by and between _____________, Inc., a Delaware corporation (the "Company"), and ____________ ("Indemnitee"). RECITALS A. It is important to the Company to attract and retain as directors the most capable persons reasonably available. B. Indemnitee is a director of the Company. C. Both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of companies in today's environment. D. The Company's Restated Certificate of Incorporation and By-laws (the "Constituent Documents") provide that the Company will indemnify its directors and the Company's By-laws provide that the Company will advance expenses in connection therewith, and Indemnitee's willingness to serve as a director of the Company is based in part on Indemnitee's reliance on such provisions.

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