Exhibit 10.10
Officers' and Directors' Liability Policy
POLICY NUMBER:
485-38-16
RENEWAL OF:
483-12-48
AIG logo
American International Companies
Directors, Officers and Corporate Liability Insurance Policy
/_/ AIU Insurance Company /_/ Illinois National Insurance Company
/_/ American International
South Insurance Company /X/ National Union Fire Insurance Company
of Pitts., PA (R)
/_/ Birmingham Fire Insurance
Company of Penns. /_/ National Union Fire Insurance Company of
Louisiana
/_/ Granite State Insurance /_/ New Hampshire Insurance Company
Company
(each of the above being a capital stock company)
NOTICE: EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THE COVERAGE
OF THIS POLICY IS GENERALLY LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS THAT ARE
FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD AND REPORTED IN WRITING
TO THE INSURER PURSUANT TO THE TERMS HEREIN. PLEASE READ THE POLICY CAREFULLY
AND DISCUSS THE COVERAGE THEREUNDER WITH YOUR INSURANCE AGENT OR BROKER.
NOTICE: THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL
BE REDUCED BY AMOUNTS INCURRED FOR LEGAL DEFENSE. AMOUNTS INCURRED FOR LEGAL
DEFENSE SHALL BE APPLIED AGAINST THE RETENTION AMOUNT.
NOTICE: THE INSURER DOES NOT ASSUME ANY DUTY TO DEFEND; HOWEVER, THE INSURER
MUST ADVANCE DEFENSE COSTS PAYMENTS PURSUANT TO THE TERMS HEREIN PRIOR TO THE
FINAL DISPOSITION OF A CLAIM.
DECLARATIONS
ITEM 1. NAMED CORPORATION: STV GROUP, INC.
MAILING ADDRESS: 11 ROBINSON, STREET
POTTSTOWN, PA 19464
STATE OF INCORPORATION OF THE NAMED CORPORATION:
Pennsylvania
ITEM 2. SUBSIDIARY COVERAGE: any past, present or future Subsidiary of the
Named Corporation
ITEM 3. POLICY PERIOD: From: May 05, 1997 To: May 05, 1998
(12:01 A.M. standard time at the address stated in Item 1.)
ITEM 4. LIMIT OF LIABILITY: $6,000,000
aggregate for Coverages A and B combined (including Defense Costs)
21547
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ITEM 5. RETENTION:
SECURITIES CLAIMS:
Judgments & Settlements (all coverages) None
Defense Costs (non-Indemnifiable Loss) None
Defense Costs (Coverage B(i) and
Indemnifiable Loss) $125,000
for Loss arising
from Claims alleging
the same Wrongful
Act or related
Wrongful Acts
(waivable under
Clause 6 in certain
circumstances)
OTHER CLAIMS:
Judgments, Settlements and Defense
Costs (non-Indemnifiable Loss) None
Judgments, Settlements and Defense
Costs (Indemnifiable Loss) $125,000
for Loss arising
from Claims alleging
the same Wrongful
Act or related
Wrongful Acts
ITEM 6. CONTINUITY DATES:
A. Coverages A and B(ii): October 26, 1983
B. Coverage B(i): May 05, 1996
C. Coverages A and B:
Outside Entity Coverage
(Per Outside Entity)
See Endorsement #62790
ITEM 7. PREMIUM: $70,000
ITEM 8. NAME AND ADDRESS OF INSURER ("Insurer"):
(This policy is issued only by the insurance company indicated
below.)
National Union Fire Insurance Company of Pittsburgh, Pa.
175 Water Street
New York, NY 10038
21547
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IN WITNESS WHEREOF, the Insurer has caused this policy to be signed on the
Declarations Page by its President, a Secretary and a duly authorized
representative of the Insurer.
/s/ Elizabeth M. Tuck /s/ Kris Moor
SECRETARY President
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
COUNTERSIGNATURE DATE COUNTERSIGNED AT
ROEHRS & COMPANY INC.
PO BOX 100
EXTON, PA l9341
21547
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AIG LOGO
American International Companies
DIRECTORS, OFFICERS AND CORPORATE LIABILITY INSURANCE POLICY
In consideration of the payment of the premium, and in reliance upon the
statements made to the Insurer by application forming a part hereof and its
attachments and the material incorporated therein, the insurance company
designated in Item 8 of the Declarations, herein called the "Insurer", agrees as
follows:
1. INSURING AGREEMENTS
COVERAGE A: DIRECTORS AND OFFICERS INSURANCE
This policy shall pay the Loss of each and every Director or Officer of the
Company arising from a Claim first made against the Directors or Officers
during the Policy Period or the Discovery Period (if applicable) and
reported to the Insurer pursuant to the terms of this policy for any actual
or alleged Wrongful Act in their respective capacities as Directors or
Officers of the Company, except when and to the extent that the Company has
indemnified the Directors or Officers. The Insurer shall, in accordance
with and subject to Clause 8, advance Defense Costs of such Claim prior to
its final disposition.
COVERAGE B: CORPORATE LIABILITY INSURANCE
This policy shall pay the Loss of the Company arising from a:
(i) Securities Claim first made against the Company, or
(ii) Claim first made against the Directors or Officers,
during the Policy Period or the Discovery Period (if applicable) and
reported to the Insurer pursuant to the terms of this policy for any actual
or alleged Wrongful Act, but, in the case of (ii) above, only when and to
the extent that the Company has indemnified the Directors or Officers for
such Loss pursuant to law, common or statutory, or contract, or the Charter
or By-laws of the Company duly effective under such law which determines
and defines such rights of indemnity. The Insurer shall, in accordance with
and subject to Clause 8, advance Defense Costs of such Claim prior to its
final disposition.
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2. DEFINITIONS
(a) "Claim" means:
(1) a written demand for monetary or non-monetary relief; or
(2) a civil, criminal, or administrative proceeding for monetary or
non-monetary relief which is commenced by:
(i) service of a complaint or similar pleading; or
(ii) return of an indictment (in the case of a criminal
proceeding); or
(iii) receipt or filing of a notice of charges.
The term Claim" shall include a Securities Claim; provided, however,
that with respect to Coverage B(i) only, Claim or Securities Claim
shall not mean a criminal or administrative proceeding against the
Company.
(b) "Company" means the Named Corporation designated in Item 1 of the
Declarations and any Subsidiary thereof.
(c) "Continuity Date" means the date set forth in:
(1) Item 6A of the Declarations with respect to Coverages A and B
(ii); or
(2) Item 6B of the Declarations with respect to Coverage B(i); or
(3) Item 6C of the Declarations with respect to Coverages A and B for
a Claim against an Insured arising out of such Insured serving as
a director, officer, trustee or governor of an Outside Entity.
(d) "Defense Costs" means reasonable and necessary fees, costs and
expenses consented to by the Insurer (including premiums for any
appeal bond, attachment bond or similar bond, but without any
obligation to apply for or furnish any such bond) resulting solely
from the investigation, adjustment, defense and appeal of a Claim
against the Insureds, but excluding salaries of Officers or employees
of the Company.
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(e) "Director(s) or Officer(s)" or "Insured(s)" means:
(1) with respect to Coverages A and B (ii), any past, present or
future duly elected or appointed directors or officers of the
Company. In the event the Named Corporation or a Subsidiary
thereof operates outside the United States, then the terms
"Director(s) or Officer(s)" or "Insured(s)" also mean those
titles, positions or capacities in such foreign Named Corporation
or Subsidiary which is equivalent to the position of Director(s)
or Officer(s) in a corporation incorporated within the United
States. Coverage will automatically apply to all new Directors
and Officers after the inception date of this policy;
(2) with respect to Coverage B(i) only, the Company.
(f) "Listed Event" means any of the following events:
(1) any event for which the Company has reported or is required to
report on Form 8-K filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934; or
(2) any restatement or correction of a Company financial statement
contained in any document filed with the Securities and Exchange
Commission; or
(3) any statement or disclosure made by or on the behalf of the
Company relating to a prior forecast, estimate or projection of
the Company's earnings or sales made by or on behalf of the
Company, which statement or disclosure represents a greater than
15% change from such prior forecast, estimate or projection.
(g) "Loss" means damages, judgments, settlements and Defense Costs;
however, Loss shall not include civil or criminal fines or penalties
imposed by law, punitive or exemplary damages, the multiplied portion
of multiplied damages, taxes, any amount for which the Insureds are
not financially liable or which are without legal recourse to the
Insureds, or matters which may be deemed uninsurable under the law
pursuant to which this policy shall be construed.
Further, with respect to Coverage B only, Loss shall not include
damages, judgments or settlements arising out of a Claim alleging that
the Company paid an inadequate or unfair price or consideration for
the purchase of its own securities or the securities of a Subsidiary.
Notwithstanding the foregoing, with respect to Coverage B(i) only and
subject to the other terms, conditions and exclusions of the policy,
Loss shall include punitive damages (if insurable by law) imposed upon
the Company.
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(h) "No Liability" means with respect to a Securities Claim made against
the Insured(s): (1) a final judgment of no liability obtained prior to
trial, in favor of all Insureds, by reason of a motion to dismiss or a
motion for summary judgment, after the exhaustion of all appeals; or
(2) a final judgment of no liability obtained after trial, in favor of
all Insureds, after exhaustion of all appeals. In no event shall the
term "No Liability" apply to a Securities Claim made against an
Insured for which a settlement has occurred.
(i) "Outside Entity" means:
(1) a not-for-profit organization under section 501(c)(3) of the
Internal Revenue Code of 1986 (as amended); or
(2) any other corporation, partnership, joint venture or other
organization listed by endorsement to this policy.
(j) "Policy Period" means the period of time from the inception date shown
in Item 3 of the Declarations to the earlier of the expiration date
shown in Item 3 of the Declarations or the effective date of
cancellation of this policy; however, to the extent that coverage
under this policy replaces coverage in other policies terminating at
noon standard time on the inception date of such coverage hereunder,
then such coverage as is provided by this policy shall not become
effective until such other coverage has terminated.
(k) "Securities Claim" means a Claim made against an Insured which alleges
a violation of the Securities Act of 1933 or the Securities Exchange
Act of 1934, rules or regulations promulgated thereunder, the
securities laws of any state, or any foreign jurisdiction, and which
alleges a Wrongful Act in connection with the claimant's purchase or
sale of, or the offer to purchase or sell to the claimant, any
securities of the Company, whether on the open market or arising from
a public or private offering of securities by the Company.
(l) "Subsidiary" means:
(1) any corporation of which the Named Corporation owns on or before
the inception of the Policy Period more than 50% of the issued
and outstanding voting stock either directly, or indirectly
through one or more of its Subsidiaries;
(2) automatically any corporation whose assets total less than 10% of
the total consolidated assets of the Company as of the inception
date of this policy, which corporation becomes a Subsidiary
during the Policy Period. The Named Corporation shall provide the
Insurer with full particulars of the new Subsidiary before the
end of the Policy Period;
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(3) any corporation which becomes a Subsidiary during the Policy
Period (other than a corporation described in paragraph (2)
above) but only upon the condition that within 90 days of its
becoming a Subsidiary the Named Corporation shall have provided
the Insurer with full particulars of the new Subsidiary and
agreed to any additional premium and/or amendment of the
provisions of this policy required by the Insurer relating to
such new Subsidiary. Further, coverage as shall be afforded to
the new Subsidiary is conditioned upon the Named Corporation
paying when due any additional premium required by the Insurer
relating to such new Subsidiary.
A corporation becomes a Subsidiary when the Named Corporation owns
more than 50% of the issued and outstanding voting stock, either
directly, or indirectly through one or more of its Subsidiaries. A
corporation ceases to be a Subsidiary when the Named Corporation
ceases to own more than 50% of the issued and outstanding voting stock
either directly, or indirectly through one or more of its
Subsidiaries.
In all events, coverage as is afforded under this policy with respect
to any Claim made against a Subsidiary or any Director or Officer
thereof shall only apply for Wrongful Acts committed or allegedly
committed after the effective time that such Subsidiary became a
Subsidiary and prior to the time that such Subsidiary ceased to be a
Subsidiary
(m) "wrongful Act" means:
(1) with respect to individual Directors or Officers, any breach of
duty, neglect, error, misstatement, misleading statement,
omission or act by the Directors or Officers of the Company in
their respective capacities as such, or any matter claimed
against them solely by reason of their status as Directors or
Officers of the Company, or any matter claimed against them
arising out of their serving as a director, officer, trustee or
governor of an Outside Entity in such capacities, but only if
such service is at the specific written request or direction of
the Company,
(2) with respect to the Company, any breach of duty, neglect, error,
misstatement, misleading statement, omission or act by the
Company, but solely as respects a Securities Claim.
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3. EXTENSIONS
Subject otherwise to the terms hereof, this policy shall cover Loss arising
from any Claims made against the estates, heirs, or legal representatives
of deceased Directors or Officers, and the legal representatives of
Directors or Officers in the event of incompetency, insolvency or
bankruptcy, who were Directors or Officers at the time the Wrongful Acts
upon which such Claims are based were committed.
Subject otherwise to the terms hereof, this policy shall cover Loss arising
from all Claims made against the lawful spouse (whether such status is
derived by reason of statutory law, common law or otherwise of any
applicable jurisdiction in the world) of an individual Director or Officer
for all Claims arising solely out of his or her status as the spouse of an
individual Director or Officer, including a Claim that seeks damages
recoverable from marital community property, property jointly held by the
individual Director or Officer and the spouse, or property transferred from
the individual Director or Officer to the spouse; provided, however, that
this extension shall not afford coverage for any Claim for any actual or
alleged Wrongful Act of the spouse, but shall apply only to Claims arising
out of any actual or alleged Wrongful Acts of an individual Director or
Officer, subject to the policy's terms, conditions and exclusions.
4. EXCLUSIONS
The Insurer shall not be liable to make any payment for Loss in connection
with a Claim made against an Insured:
(a) arising out of, based upon or attributable to the gaining in fact of
any profit or advantage to which an Insured was not legally entitled;
(b) arising out of, based upon or attributable to: (1) profits in fact
made from the purchase or sale by an Insured of securities of the
Company within the meaning of Section 16(b) of the Securities Exchange
Act of 1934 and amendments thereto or similar provisions of any state
statutory law; or (2) payments to an Insured of any remuneration
without the previous approval of the stockholders of the Company,
which payment without such previous approval shall be held to have
been illegal;
(c) arising out of, based upon or attributable to the committing in fact
of any criminal or deliberate fraudulent act;
[The Wrongful Act of a Director or Officer shall not be imputed to any
other Director or Officer for the purpose of determining the
applicability of the foregoing exclusions 4(a) through 4(c)]
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(d) alleging, arising out of, based upon or attributable to the facts
alleged, or to the same or related Wrongful Acts alleged or contained,
in any claim which has been reported, or in any circumstances of which
notice has been given, under any policy of which this policy is a
renewal or replacement or which it may succeed in time;
(e) alleging, arising out of, based upon or attributable to any pending or
prior litigation as of the Continuity Date, or alleging or derived
from the same or essentially the same facts as alleged in such pending
or prior litigation;
(f) alleging, arising out of, based upon or attributable to a Listed Event
that occurs no later than 90 days subsequent to the Continuity Date;
provided, however, that this exclusion shall only apply with respect
to coverage which would have otherwise been afforded under Coverage
B(i) of the policy;
(g) with respect to serving as a director, officer, trustee or governor of
an Outside Entity, for any Wrongful Act occurring prior to the
Continuity Date if the Insured knew or could have reasonably foreseen
that such Wrongful Act could lead to a Claim under this policy;
(h) alleging, arising out of, based upon or attributable to any actual or
alleged act or omission of the Directors or Officers serving in their
capacities as directors, officers, trustees or governors of any other
entity other than the Company or an Outside Entity, or by reason of
their status as directors, officers, trustees or governors of such
other entity;
(i) which is brought by any Insured or by the Company; or which is brought
by any security holder of the Company, whether directly or
derivatively, unless such security holder's Claim is instigated and
continued totally independent of, and totally without the solicitation
of, or assistance of, or active participation of, or intervention of,
any Insured or the Company; provided, however, this exclusion shall
not apply to a wrongful termination of employment Claim brought by a
former employee other than a former employee who is or was a Director
of the Company;
(j) for any Wrongful Act arising out of the Insured serving as a director,
officer, trustee or governor of an Outside Entity if such Claim is
brought by the Outside Entity or by any director, officer, trustee or
governor thereof; or which is brought by any security holder of the
Outside Entity, whether directly or derivatively, unless such security
holder's Claim is instigated and continued totally independent of, and
totally without the solicitation of, or assistance of, or active
participation of, or intervention of, the Outside Entity, any
director, officer, trustee or governor thereof, any Insured or the
Company;
(k) for bodily injury, sickness, disease, death or emotional distress of
any person, or damage to or destruction of any tangible property,
including the loss of use thereof, or for injury from libel or slander
or defamation or disparagement, or for injury from a violation of a
person's right of privacy;
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(l) alleging, arising out of, based upon, attributable to, or in any way
involving, directly or indirectly:
(1) the actual, alleged or threatened discharge, dispersal, release
or escape of pollutants; or
(2) any direction or request to test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize pollutants,
including but not limited to a Claim alleging damage to the Company or
its securities holders.
Pollutants include (but are not limited to) any solid, liquid, gaseous
or thermal irritant or contaminant, including smoke, vapor, soot,
fumes, acids, alkalis, chemicals and waste. Waste includes (but is not
limited to) materials to be recycled, reconditioned or reclaimed;
(m) for violation(s) of any of the responsibilities, obligations or duties
imposed upon fiduciaries by the Employee Retirement Income Security
Act of 1974, or amendments thereto or any similar provisions of state
statutory law or common law.
5. LIMIT OF LIABILITY -(FOR ALL LOSS -INCLUDING DEFENSE COSTS)
The Limit of Liability stated in Item 4 of the Declarations is the limit of
the Insurer's liability for all Loss, under Coverage A and Coverage B
combined, arising out of all Claims first made against the Insureds during
the Policy Period and the Discovery Period (if applicable); however, the
Limit of Liability for the Discovery Period shall be part of, and not in
addition to, the Limit of Liability for the Policy Period. Further, any
Claim which is made subsequent to the Policy Period or Discovery Period (if
applicable) which pursuant to Clause 7(b) or 7(c) is considered made during
the Policy Period or Discovery Period shall also be subject to the one
aggregate Limit of Liability stated in Item 4 of the Declarations.
Defense Costs are not payable by the Insurer in addition to the Limit of
Liability. Defense Costs are part of Loss and as such are subject to the
Limit of Liability for Loss.
6. RETENTION CLAUSE
The Insurer shall only be liable for the amount of Loss arising from a
Claim which is in excess of the Retention amount stated in Item 5 of the
Declarations, such Retention amount to be borne by the Company and/or the
Insureds and shall remain uninsured, with regard to all Loss under: (i)
Coverage A or B(ii) for which the Company has indemnified or is permitted
or required to indemnify the Director(s) or Officer(s) ("Indemnifiable
Loss"); or (ii) Coverage B(i). A single Retention amount shall apply to
Loss arising from all Claims alleging the same Wrongful Act or related
Wrongful Acts.
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Notwithstanding the foregoing, solely with respect to a Securities Claim
under this policy, the Retention shall only apply to Defense Costs;
provided, however, no Retention shall apply for a Securities Claim even as
respects Defense Costs in the event of a determination of No Liability of
all Insureds, and the Insurer shall thereupon reimburse such Defense Costs
paid by the Insured.
7. NOTICE/CLAIM REPORTING PROVISIONS
Notice hereunder shall be given in writing to the Insurer named in Item 8
of the Declarations at the address indicated in Item 8 of the Declarations.
If mailed, the case of mailing shall constitute the date that such notice
was given and proof of mailing shall be sufficient proof of notice.
(a) The Company or the Insureds shall, as a condition precedent to the
obligations of the Insurer under this policy, give written notice to
the Insurer of any Claim made against an Insured as soon as
practicable and either:
(1) any time during the Policy Period or during the Discovery Period
(if applicable); or
(2) within 30 days after the end of the Policy Period or the
Discovery Period (if applicable), as long as such Claim is
reported no later than 30 days after the date such Claim was
first made against an Insured.
(b) If written notice of a Claim has been given to the Insurer pursuant to
Clause 7(a) above, then any Claim which is subsequently made against
the Insureds and reported to the Insurer alleging, arising out of,
based upon or attributable to the facts alleged in the Claim for which
such notice has been given, or alleging any Wrongful Act which is the
same as or related to any Wrongful Act alleged in the Claim of which
such notice has been given, shall be considered made at the time such
notice was given.
(c) If during the Policy Period or during the Discovery Period (if
applicable) the Company or the Insureds shall become aware of any
circumstances which may reasonably be expected to give rise to a Claim
being made against the Insureds and shall give written notice to the
Insurer of the circumstances and the reasons for anticipating such a
Claim, with full particulars as to dates, persons, and entities
involved, then any Claim which is subsequently made against the
Insureds and reported to the Insurer alleging, arising out of, based
upon or attributable to such circumstances or alleging any Wrongful
Act which is the same as or related to any Wrongful Act alleged or
contained in such circumstances, shall be considered made at the time
such notice of such circumstances was given.
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8. DEFENSE COSTS, SETTLEMENTS, JUDGMENTS (INCLUDING THE ADVANCEMENT OF DEFENSE
COSTS)
Under both Coverage A and Coverage B of this policy, except as hereinafter
stated, the Insurer shall advance, at the written request of the Insured,
Defense Costs prior to the final disposition of a Claim. Such advanced
payments by the Insurer shall be repaid to the Insurer by the Insureds or
the Company severally according to their respective interests, in the event
and to the extent that the Insureds or the Company shall not be entitled
under the terms and conditions of this policy to payment of such Loss.
The Insurer does not, however, under this policy, assume any duty to
defend. The Insureds shall defend and contest any Claim made against them.
The Insureds shall not admit or assume any liability, enter into any
settlement agreement, stipulate to any judgment, or incur any Defense Costs
without the prior written consent of the Insurer. Only those settlements,
stipulated judgments and Defense Costs which have been consented to by the
Insurer shall be recoverable as Loss under the terms of this policy. The
Insurer's consent shall not be unreasonably withheld, provided that the
Insurer shall be entitled to effectively associate in the defense and the
negotiation of any settlement of any Claim.
The Insurer shall have the right to effectively associate with the Company
and the Insureds in the defense of any Claim that appears reasonably likely
to involve the Insurer, including but not limited to negotiating a
settlement. The Company and the Insureds shall give the Insurer full
cooperation and such information as it may reasonably require.
The Insurer may make any settlement of any Claim it deems expedient with
respect to any Insured subject to such Insured's written consent. If any
Insured withholds consent to such settlement, the Insurer's liability for
all Loss on account of such Claim shall not exceed the amount for which the
Insurer could have settled such Claim plus Defense Costs incurred as of the
date such settlement was proposed in writing by the Insurer.
The Company is not covered in any respect under Coverage A; the Company is
covered, subject to the policy's terms and conditions, only with respect to
its indemnification of its Directors or Officers under Coverage B(ii) as
respects a Claim against such Directors and Officers, and subject to the
policy's terms and conditions, under Coverage B(i) for a Securities Claim
made against the Company. Accordingly, the Insurer has no obligation under
this policy for Defense Costs incurred by, judgments against or settlements
by the Company arising out of a Claim made against the Company other than a
covered Securities Claim, or any obligation to pay Loss arising out of any
legal liability that the Company has to the claimant except as respects a
covered Securities Claim against the Company.
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With respect to (i) Defense Costs jointly incurred by, (ii) any joint
settlement made by, and/or (iii) any adjudicated judgment of joint and
several liability against the Company and any Director or Officer, in
connection with any Claim other than a Securities Claim, the Company and
the Director(s) or Officer(s) and the Insurer agree to use their best
efforts to determine a fair and proper allocation of the amounts as between
the Company and the Director(s) or Officers(s) and the Insurer, taking into
account the relative legal and financial exposures of and the relative
benefits obtained by the Directors and Officers and the Company. In the
event that a determination as to the amount of Defense Costs to be advanced
under the policy cannot be agreed to, then the Insurer shall advance such
Defense Costs which the Insurer states to be fair and proper until a
different amount shall be agreed upon or determined pursuant to the
provisions of this policy and applicable law.
9. PRE-AUTHORIZED SECURITIES DEFENSE ATTORNEYS
Only with respect to a Securities Claim:
Affixed as Appendix A hereto and made a part of this policy is a list of
Panel Counsel law firms ("Panel Counsel Firms"). The list provides the
Insured a choice of law firms from which a selection of legal counsel shall
be made to conduct the defense of any Securities Claim made against them.
The Insureds shall select a Panel Counsel Firm to defend a Securities Claim
made against the Insureds in the jurisdiction in which the Securities Claim
is brought. In the event a Securities Claim is brought in a jurisdiction
not included on the list, the Insureds shall select a Panel Counsel Firm in
the listed jurisdiction which is the nearest geographical jurisdiction to
either where the Securities Claim is brought or where the corporate
headquarters of the Named Corporation is located. In such instance the
Insureds also may, with the consent of the Insurer, which consent shall not
be unreasonably withheld, select a non-Panel Counsel Firm in the
jurisdiction in which the Securities Claim is brought to function as "local
counsel" on the Securities Claim to assist the Panel Counsel Firm which
will function as "lead counsel" in conducting the defense of the Securities
Claim.
With the express prior written consent of the Insurer, an Insured may
select a Panel Counsel Firm different from that selected by other Insured
defendants if such selection is required due to an actual conflict of
interest or is otherwise reasonably justifiable.
The list of Panel Counsel Firms may be amended from time to time by the
Insurer. However, no change shall be made to the specific list attached to
this policy during the Policy Period without the consent of the Named
Corporation. At the request of the Insured, the Insurer may in its
discretion add to the attached list of Panel Counsel Firms for the purposes
of defending a Securities Claim made against the Insured in any specified
jurisdiction (including a jurisdiction not originally included in the Panel
Counsel list) a Panel Counsel Firm not originally listed for such
jurisdiction. The Insurer may in its discretion waive, in part or in whole,
the provisions of this clause as respects a particular Securities Claim.
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10. DISCOVERY CLAUSE
Except as indicated below, if the Insurer or the Named Corporation shall
cancel or refuse to renew this policy, the Named Corporation shall have the
right, upon payment of an additional premium of 75% of the "full annual
premium", to a period of one year following the effective date of such
cancellation or nonrenewal (herein referred to as the "Discovery Period")
in which to give to the Insurer written notice of Claims first made against
the Insureds during said one year period for any Wrongful Act occurring
prior to the end of the Policy Period and otherwise covered by this policy.
As used herein, "full annual premium", means the premium level in effect
immediately prior to the end of the Policy Period. The rights contained in
this paragraph shall terminate, however, unless written notice of such
election together with the additional premium due is received by the
Insurer within 30 days of the effective date of cancellation or nonrenewal.
In the event of a Transaction, as defined in Clause 12, the Named
Corporation shall have the right, within 30 days before the end of the
Policy Period, to request an offer from the Insurer of a Discovery Period
(with respect to Wrongful Acts occurring prior to the effective time of the
Transaction) for a period of no less than three years or for such longer or
shorter period as the Named Corporation may request. The Insurer shall
offer such Discovery Period pursuant to such terms, conditions and premium
as the Insurer may reasonably decide. In the event of a Transaction, the
right to a Discovery Period shall not otherwise exist except as indicated
in this paragraph.
The additional premium for the Discovery Period shall be fully earned at
the inception of the Discovery Period. The Discovery Period is not
cancelable. This clause and the rights contained herein shall not apply to
any cancellation resulting from non-payment of premium.
11. CANCELLATION CLAUSE
This policy may be canceled by the Named Corporation at any time only by
mailing written prior notice to the Insurer or by surrender of this policy
to the Insurer or its authorized agent. This policy may also be canceled by
or on behalf of the Insurer by delivering to the Named Corporation or by
mailing to the Named Corporation, by registered, certified, or other first
class mail, at the Named Corporation's address as shown in Item 1 of the
Declarations, written notice stating when, not less than 60 days
thereafter, the cancellation shall be effective. The mailing of such notice
as aforesaid shall be sufficient proof of notice. The Policy Period
terminates at the date and hour specified in such notice, or at the date
and time of surrender.
If this policy shall be canceled by the Named Corporation, the Insurer
shall retain the customary short rate proportion of the premium herein.
If this policy shall be canceled by the Insurer, the Insurer shall retain
the pro rata proportion of the premium herein.
62335 (5/95)
12
Payment or tender of any unearned premium by the Insurer shall not be a
condition precedent to the effectiveness of cancellation, but such payment
shall be made as soon as practicable,
If the period of limitation relating to the giving of notice is prohibited
or made void by any law controlling the construction thereof, such period
shall be deemed to be amended so as to be equal to the minimum period of
limitation permitted by such law.
12. CHANGE IN CONTROL OF NAMED CORPORATION
If during the Policy Period:
a. the Named Corporation shall consolidate with or merge into, or sell
all or substantially all of its assets to any other person or entity
or group of persons and/or entities acting in concert; or
b. any person or entity or group of persons and/or entities acting in
concert shall acquire an amount of the outstanding securities
representing more than 50% of the voting power for the election of
Directors of the Named Corporation, or acquires the voting rights of
such an amount of such securities;
(either of the above events herein referred to as the "Transaction")
then this policy shall continue in full force and effect as to Wrongful
Acts occurring prior to the effective time of the Transaction, but there
shall be no coverage afforded by any provision of this policy for any
actual or alleged Wrongful Act occurring after the effective time of the
Transaction. This policy may not be canceled after the effective time of
the Transaction and the entire premium for this policy shall be deemed
earned as of such time. The Named Corporation shall also have the right to
an offer by the Insurer of a Discovery Period described in Clause 10 of the
policy.
The Named Corporation shall give the Insurer written notice of the
Transaction as soon as practicable, but not later than 30 days after the
effective date of the Transaction.
13. SUBROGATION
In the event of any payment under this policy, the Insurer shall be
subrogated to the extent of such payment to all the Company's and the
Insureds' rights of recovery thereof, and the Company and the Insureds
shall execute all papers required and shall do everything that may be
necessary to secure such rights including the execution of such documents
necessary to enable the Insurer to effectively bring suit in the name of
the Company and/or the Insureds. In no event, however, shall the Insurer
exercise its rights of subrogation against an Insured under this policy
unless such Insured has been convicted of a criminal act, or been
judicially determined to have committed a deliberate fraudulent act, or
obtained any profit or advantage to which such Insured was not legally
entitled.
62335 (5/95)
13
14. OTHER INSURANCE AND INDEMNIFICATION
Such insurance as is provided by this policy shall apply only as excess
over any other valid and collectible insurance.
In the event of a Claim against a Director or Officer arising out of his or
her serving as director, officer, trustee or governor of an Outside Entity,
coverage as is afforded by this policy shall be specifically excess of
indemnification provided by such Outside Entity and any insurance provided
to such Outside Entity with respect to its directors, officers, trustees or
governors. Further, in the event such other Outside Entity insurance is
provided by the Insurer or any member company of American International
Group, Inc. ("AIG") (or would be provided but for the application of the
retention amount, exhaustion of the limit of liability or failure to submit
a notice of a Claim) then the maximum aggregate Limit of Liability for all
Losses combined covered by virtue of this policy as respects any such Claim
shall be reduced by the limit of liability (as set forth on the
declarations page) of the other AIG insurance provided to such Outside
Entity.
15. NOTICE AND AUTHORITY
It is agreed that the Named Corporation shall act on behalf of its
Subsidiaries and all Insureds with respect to the giving notice of Claim or
giving and receiving notice of cancellation, the payment of premiums and
the receiving of any return premiums that may become due under this policy,
the receipt and acceptance of any endorsements issued to form a part of
this policy and the exercising or declining to exercise any right to a
Discovery Period.
16. ASSIGNMENT
This policy and any and all rights hereunder are not assignable without the
written consent of the Insurer.
17. ARBITRATION
It is hereby understood and agreed that all disputes or differences which
may arise under or in connection with this policy, whether arising before
or after termination of this policy, including any determination of the
amount of Loss, shall be submitted to the American Arbitration Association
under and in accordance with its then prevailing commercial arbitration
rules. The arbitrators shall be chosen in the manner and within the time
frames provided by such rules. If permitted under such rules the
arbitrators shall be three disinterested individuals having knowledge of
the legal, corporate management or insurance issues relevant to the matters
in dispute.
62335 (5/95)
14
Any party may commence such arbitration proceeding in either New York, New
York; Atlanta, Georgia; Chicago, Illinois; or Denver, Colorado. The
arbitrators shall give due consideration to the general principles of
Delaware law in the construction and interpretation of the provisions of
this policy; provided, however, that the terms, conditions, provisions and
exclusions of this policy are to be construed in an evenhanded fashion as
between the parties, including without limitation, where the language of
this policy is alleged to be ambiguous or otherwise unclear, the issue
shall be resolved in the manner most consistent with the relevant terms,
conditions, provisions or exclusions of the policy (without regard to the
authorship of the language, the doctrine of reasonable expectation of the
parties and without any presumption or arbitrary interpretation or
construction in favor of either party or parties, and in accordance with
the intent of the parties.)
The written decision of the arbitrators shall be provided to both parties
and shall be binding on them. The arbitrators' award shall not include
attorney fees or other costs.
Each party shall bear equally the expenses of the arbitration.
18. ACTION AGAINST INSURER
Except as provided in Clause 17 of the policy, no action shall lie against
the Insurer unless, as a condition precedent thereto, there shall have been
full compliance with all of the terms of this policy, nor until the amount
of the Insureds' obligation to pay shall have been finally determined
either by judgment against the Insureds after actual trial or by written
agreement of the Insureds, the claimant and the Insurer.
Any person or organization or the legal representative thereof who has
secured such judgment or written agreement shall thereafter be entitled to
recover under this policy to the extent of the insurance afforded by this
policy. No person or organization shall have any right under this policy to
join the Insurer as a party to any action against the Insureds or the
Company to determine the Insureds' liability, nor shall the Insurer be
impleaded by the Insureds or the Company or their legal representatives.
Bankruptcy or insolvency of the Company or the Insureds or of their estates
shall not relieve the Insurer of any of its obligations hereunder.
19. HEADINGS
The descriptions in the headings of this policy are solely for convenience,
and form no part of the terms and conditions of coverage.
62335 (5/95)
15
-1-
APPENDIX A
PANEL COUNSEL
California
Brobeck, Phleger & Harrison
Spear Street Tower
One Market
San Francisco, CA 94105
Contact:
Tower C. Snow Jr. 415-442-0900
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071-3197
Contact:
Robert S. Warren 213-229-7326
John H. Sharer 213-229-7476
Wayne W. Smith 213-229-7464
Heller, Ellman, White & McAuliffe
333 Bush Street San Francisco,
CA 94104 Main Tel:
Contact: 415-772-6000
Douglas N. Schwab
M. Laurence Popofsky
Heller, Ellman, White & McAuliffe
525 University Avenue
Palo Alto, CA 94301
Contact:
Norman J. Blears 415-324-7000
Irell & Manella
1800 Avenue of the Stars
Suite 900
Los Angeles, CA 90067
Contact:
Richard Borow 310-277-1010
Latham & Watkins
633 West Fifth Avenue
Suite 4000
Los Angeles CA, 90071-2007
Contact:
Hugh Stevens Wilson 213-485-1234
Latham & Watkins
505 Montgomary Street
Suite 1900
San Francisco, CA 94111
Contact:
Paul H. Dawes 415-391-0600
McCutchen Doyle, Brown & Emerson
355 South Grand Avenue
Suite 4400
Los Angeles, CA 90071-1560
Contact:
John C. Morrissey 213-680-6400
McCutchen, Doyle, Brown & Emerson
Three Embarcadero Center
San Francisco, CA 94111
Contact:
David M. Balabanian 415-393-2000
Mary Huser 415-393-2000
Morrison & Foerster
425 Market Street
San Francisco, GA 94104-2482
Contact:
Paul T. Friedman 415-268-7444
Morrison & Foerster
555 West 5th Street -Suite 3500
Los Angles, CA 90013-1024
Contact:
Rober S. Stern 213-892-5464
Munger, Tolles & Olson
355 South Grand Avenue-35th Floor
Los Angeles, CA 90071-1560
Contact:
Dennis L. Kinnaird 213-683-9264
John W. Spiegel 213-683-9152
O'Melveny & Myers
400 South Hope Street
Los Angeles, CA 90071-2899
Main Tel: 213-669-6000
Contact:
Seth Aronson
Robert Vanderet
O'Melveny & Myers
610 Newport Center
Newport Beach, CA 92660
Contact:
Phillip Kaplan 714-760-9600
-2-
APPENDIX A (continued)
PANEL COUNSEL
O'Melveny & Myers
275 Battery Street
San Francisco, CA 94111
Contact:
Richard Warner 415-984-8700
Orrick Herrington & Sutcliffe
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, CA 94111
Main Tel: 415-392-1122
Contact:
James A. Hughes
W. Reece Bader
Richard J. Lucas
Pillsbury Madison & Sutro
225 Bush Street
P.O. Box 7880
San Francisco, CA 94104
Contact:
Gary H. Anderson 415-983-1000
Pillsbury Madison & Sutro
725 South Figueroa Street
Suite 1200
Los Angeles CA 90017
Contact:
Steve 0. Kramer 213-488-7100
Pillsbury Madison & Sutro
101 West Broadway
Suite 1800
San Diego, CA 92101
Contact:
David E. Kleinfeld 619-234-5000
Sherman & Sterling
555 California Street
San Francisco, CA 94104
Contact:
Susan Samuels Muck 415-616-1198
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Los Angeles, CA 90071
Main Tel: 213-687-5000
Contact:
Frank Rothman
James E. Lyons
Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo, Alto, CA 94304-1050
Main Tel: 415-493-9300
Contact:
Bruce G. Vanyo
Steven M. Sethatz
District of Columbia
Arnold & Porter
555 Twelfth Street N.W.
Washington, D.C. 20004-1202
Contact:
Scott Schreiber 202-942-5672
Davis, Polk & Wardwell
1300 I Street, N.W.
Washington, DC 20005
Main Tel: 202-962-7000
Contact
Scott W. Muller
Gibson, Dunn & Crutcher
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5306
Contact:
F. Joseph Warin 202-887-3609
Patton Boggs, L.L.P.
2550 M Street N.W.
Washington, D.C. 20037
Contact:
C. Allen Foster 202-457-6320
Charles H. Camp 202-457-5265
Sherman & Sterling
801 Pennsylvania Avenue, N.W.
Washington, DC 20004-2604
Main Tel: 202-508-8000
Contact:
Thomas S. Martin
Jonathan L. Greenblat
Willkie Farr & Gallagher
Three Lafayette Centre
1155 21st Street N.W.
Washington, D.C. 20036-3384
Contact:
Kevin B. Clark 202-328-8000
-3-
APPENDIX A (continued)
PANEL COUNSEL
Florida
Fowler White, Gillen, Boggs, Villareal
and Banker, P.A.
501 East Kennedy Boulevard
Suite 1700
Tampa, Fl 33602
Contact:
W. Donald Cox 813-228-7411
Fowler, White, Gillen, Boggs, Villareal
and Banker, P.A.
601 Cleveland Street
Suite 800
Clearwater Florida 34615
Contact:
Burton W. Wiand 813-446-8525
Katz, Barron, Squtiero, Faust & Berman, P.A.
2699 South Bayshore Drive
Seventh Floor
Miami, Florida 33133-5408
Contact:
Richard E. Berman 305-856-2444
Zuckerman Spaeder Taylor & Evans LLP
900 Miami Center
201 South Biscayne Boulevard
Miami, Fl 33131
Main Tel: 305-358-5000
Ronald B. Ravikoff
Thomas J. Meeks
Guy A. Rasco
Steel, Hector & Davis LLP
200 South Biscayne Boulevard
Miami, FL 33131-2398
Contact:
Lewis F. Murphy, P.A. 305-577-2957
Holland & Knight
400 North Ashley Drive
Suite 2300
Tampa, FL 33602
Main Tel: 813-227-8500
Contact:
Frederick S. Schrils
Calvin Hayes
Gregory P. Hansel
Holland & Knight
50 North Laura Street
Suite 3900
Jacksonville, Fl 32202
Main Tel: 904-353-2000
Contact:
George E. Schultz, Jr.
Holland & Knight
701 Brickell Avenue
Suite 3000
Miami, FL 33131
Main Tel: 305-374-8500
Contact:
Marty Steinberg
William F. Hamilton
Holland & Knight
315 South Calhoun Street
Suite 600
Tallahassee, FL 32301
Main Tel: 904-224-7000
Contact:
Robert R. Feagin, Ill
Georgia
Alston & Bird
One Atlantic Center
1201 W. Peachtree Street
Atlanta, GA 30309
Contact:
Peter Q Bassett 404-881-7343
Mary C. Gill 404-881-7276
King & Spalding
191 Peachtree Street
Atlanta, GA 30303-1763
Main Tel: 404-572-4600
Contact:
Grippin B. Bell
Michael R. Smith
Long, Aldridge & Norman
One Peachtree Center-Suite 5300
303 Peachtree Street
Atlanta, GA 30308
Contact:
J. Allen Maines 404-527-8340
Sharon Glenn 404-527-8391
-4-
APPENDIX A (continued)
PANEL COUNSEL
Smith Gambrell & Russel
3343 Peachtree Road, N.E.-Suite 1800
Atlanta, GA 30326-1010
Contact:
David A. Handley 404-264-2671
Robert C. Schwartz 404-264-2658
Illinois
Jenner & Block
One IBM Plaza
Chicago, IL 60611
Contact:
Jerold Solovy 312-222-9350
Freeborn & Peters
311 South Wacker Drive
Suite 3000
Chicago, IL 60606-6677
Contact:
David H. Kistenbroker 312-360-6567
Kirkland & Ellis
2000 East Randolph Drive
Chicago, IL 60601
Main Tel: 312-861-2000
Contact:
Garrett B. Johnson
Robert J. Kopecky
Sidley & Austin
One First National Plaza
Chicago, IL 60603
Contact:
Walter C. Carlson 312-853-7734
Robert A. Downing 312-853-7434
Eugene A. Schoon 312-853-7279
Skadden, Arps, Slate, Meager & Flom
333 West Wacked Drive
Chicago, IL 60606
Main Tel: 312-407-0700
Contact: Susan Getzendanner
Timothy A. Nelsen
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, IL 60606
Contact:
Harold D. Shapiro 312-876-8035
Massachusetts
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
Contact:
Don M. Kennedy 617-570-1000
Hale & Dorr
60 State Street
Boston, MA 02109
Main Tel: 617-526-6000
Contact:
Jeffrey Rudman
John Batter
Mintz, Levin, Cohn, Feris, Glovsky & Popeo
One Financial Center
Boston, MA 02111
Contact:
Peter M. Saparoff 617-542-6000
Palmer & Dodge
One Beacon Street
Boston, MA 02108
Contact:
Peter S. Terris 617-573-0100
Ropes & Gray
One International Plaza
Boston, MA 02110-2624
Contact: John D. Donovan, Jr. 617-951-7566
Skadden, Arps, Slate, Meager & Flom
One Beacon Street
Boston, Ma 02108
Main Tel: 617-573-4800
Contact:
Thomas A. Dougherty
George J. Skelly
-5-
APPENDIX A (continued)
PANEL COUNSEL
Testa, Hurwitz & Thibeault
High Street Tower
125 High Street
Boston, MA 02110
Contact:
Brian E. Pastuszenski 617-248-7000
Edmund G. Case
New York
Arnold & Porter
399 Park Avenue
New York, NY 10022-4690
Contact:
Scott Schreiber 212-715-1000
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005
Main Tel: 212-701-3000
Contact:
Charles A. Gilman
Immanuel Kohn
Thomas J. Kavaler
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Main Tel: 212-450-4000
Contact:
Henry L. King
Daniel F. Kolb
Fried, Frank, Harris, Shiver & Jacobson
One New York Plaza
New York, NY 10004
Contact:
Sheldon Raab 212-859-8090
Kaye, Scholer, Fiernan, Hays & Handler
425 Park Avenue
New York, NY 10022
Contact:
Frederic W. Yerman 212-836-8663
Kirkland & Ellis
Citicorp Center
153 East 53rd Street
New York, NY 10022-4675
Main Tel: 212-446-4800
Contact:
Yosef J. Riemer
Frank M. Holozubiec
Mikbank, Tweed Hadley & McCloy
One Chase Manhattan Plaza
New York, NY 10005
Contact: 212-530-5554
Russell Brooks
Shearman & Sterling
Citicorp Center
153 East 53rd Street
New York, NY 10022-4676
Contact
Jeremy G. Epstein 212-848-8000
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Main Tel: 212-455-2000
Contact:
Roy L. Reardon
James J. Hagan
Michael J. Chepiga
Skadden, Arps, Slate, Meager & Folm
919 Third Avenue
New York, NY 10022
Main Tel: 212-735-3000
Contact:
Barry H. Garfinkel
Jonathan J. Lerner
Stroock, & Stroock & Lavan
Seven Hanover Square
New York, NY 10004-2696
Main Tel: 212-806-5400
Contact
Melvin A Brosterman
Lawrence Greenwald
Alvin K. Hellerstein
-6-
APPENDIX A (continued)
PANEL COUNSEL
Sullivan & Cromwell
125 Broad Street
New York, NY 10004-2498
Main Tel: 212-558-4000
Contact:
John L. Warden
Philip L. Grahman, Jr.
Robinson, Silverman, Pearce, Aronachn
& Berman
1290 Avenue of the Americas
New York, NY 10104
Contact:
Herbert Teitelbaum 212-541-2000
Mark Bunin
Wachtell, Lipton, Rosen & Katz
51 West 57th Street
New York, NY 10019
Contact:
Norman Redlich 216-371-9200
Weil, Gotshal & Manges
767 Fifth Avenue
New York, NY 10153
Contact:
Dennis J. Block 213-310-8000
Wilkie, Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022-4677
Main Tel: 212-821-8000
Contact:
David L. Foster
Richard L. Posen
Michael R. Young
Ohio
Jones Day, Reavis & Pogue
North Point
Lakeside Avenue
Cleveland, OH 44114
Contact: John Newman Jr. 216-586-3939
Philadelphia
Blank, Rome, Comisky & McCauley
1200 Four Penn Center
Philadelphia, PA 19103
Main Tel: 215-569-5500
Contact: Alexander D. Bono
Richard P. McElroy
Jerome R. Richter
Cozen and O'Connor
The Atrium
1900 Market Street
Philadelphia, PA 19103
Main Tel: 215-665-2000
Contact:
Patrick J. O'Connor
Thomas C. Zielinski
H. Robert Fiebach
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103-2793
Main Tel: 215-994-4000
Contact:
Seymour Kurland
Jeffrey G. Weil
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, PA 19103-6993
Main Tel: 215-963-5000
Contact:
Gregory M. Harvey
Marc J. Sonnenfeld
Elizabeth Hoop Fay
Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth & Arch Streets
Philadelphia, PA 19103-2799
Main Tel: 215-981-4000
Contact:
Jon A. Baughman
Laurence Z. Shiekman
-7-
APPENDIX A (continued)
PANEL COUNSEL
Wolf, Block, Schorr and Solis-Cohen
12th Floor-Packard Building
S.E. Corner 15th & Chestnut Streets
Philadelphia, PA 19102-2678
Contact:
Jay A. Dubow 215-977-2058
Washington
Foster Pepper & Shefelman
1111 Third Avenue, Suite 3400
Seattle, Washington 98101-2399
Main Tel: 206-447-4400
Main Fax: 206-447-9700
Contact:
Peter S. Ehrlichman 206-447-8998
Stellman Keehnel 206-447-8935
Davis Wright Tremain
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101-1688
Main Tel: 206-622-3150
Contact:
Stephen M. Rummage 206-628-7755
Bogle & Gates
Two Union Square
601 Union Street
Seattle, Washington 98101-2346
Main Tel: 206-682-5151
Contact:
206-621-1478
206-621-1448
Lane Powell Spearslubersky
1420 Fifth Avenue, Suite 4100
Seattle, WA 98101-2338
Main Telephone: 206-223-7000
Main Fax: 206-223-7107
Contact:
James L. Robart
Rudy A. Englund
James B. Stoetzer
Perkins Cole
1201 Third Avenue, 40th Floor
Seattle, WA 98101-3099
Main Telephone: 206-583-8888
Main Fax: 206-583-8500
Contact:
Ronald L. Berenstein
Harry H. Schneider
Texas
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201-4618
Main Telephone: 214-969-2800
Contact:
Lou Bickel
Mike Lowenberg
Akin, Gump, Strauss, Hauer & Feld, LLP
Pennzoil Place - South Tower
711 Louisianna Street, Suite 1900
Houston, TX 77002
Main Telephone: 713-220-5800
Contact:
Charlie Moore
Paula Hinton
Baker & Botts, L.L.P.
910 Louisianna Street
Houston, TX 77002-4995
Main Telephone: 713-229-1234
Contact:
William C. Slusser
Harold L. Metts
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, TX 75201-2916
Main Telephone: 214-953-6500
Contact:
Ronald L. Palmer
-8-
APPENDIX A (continued)
PANEL COUNSEL
Fulbright & Jaworski, L.L.P.
1301 McKinney
Suite 5100
Houston, TX 77010
Main Tel: 713-651-5151
Contact:
Frank G. Jones
Richard N. Carroll
Fullbright & Jaworski, L.L.P.
2200 Ross Avenue
Suite 2800
Dallas, TX 75201
Contact:
Karl G. Dial 214-855-8000
Haynes & Boone, L.L.P.
3100 Nationsbank Plaza
901 Main Street
Dallas, TX 75202-3789
Main Tel: 214-651-5000
Contact:
Michael Boone
George Bramblett
Noel Hensley
Locke Purnell Rain Harrell
2200 Ross Avenue
Suite 2200
Dallas, TX 75201-6776
Contact:
John McElhaney 214-740-8458
Peter Flynn 214-740-8654
Morris Harrell 214-740-8404
Thompson & Knight, P.C.
1700 Pacific
Suite 3300
Dallas, TX 75201-4693
Contact:
Timothy R. McCormick 214-969-1103
Vinson & Elkins
2500 First City Tower
1001 Fannin
Houston, TX 77002-6760
Contact: David T. Hedges, Jr. 713-758-2676
Vinson & Elkins
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, TX 75201-2975
Contact:
Orrin L. Harrison
ENDORSEMENTS #1
This endorsement, effective 12:01 AM May 05, 1997 forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
NUCLEAR ENERGY LIABILITY EXCLUSIONS ENDORSEMENT
(BROAD FORM)
In consideration of the premium charged, it is hereby understood and agreed that
the Insurer shall not be liable to make any payment for Loss in connection with
any Claim made against any Insured(s):
A. alleging, arising out of, based upon, attributable to, or in any way
involving, directly or indirectly the hazardous properties of nuclear
material, including but not limited to:
(1) nuclear material located at any nuclear facility owned by, or operated
by or on behalf of, the Company, or discharged or dispersed therefrom;
or
(2) nuclear material contained in spent fuel or waste which was or is at
any time possessed, handled, used, processed, stored, transported or
disposed of by or on behalf of the Company; or
(3) the furnishing by an Insured or the Company of services, materials,
parts or equipment in connection with the planning, construction,
maintenance, operation or use of any nuclear facility; or
(4) claims for damages to the Company or its shareholders which alleges,
arises from, is based upon, is attributed to or in any way involves,
directly or indirectly, the hazardous properties of nuclear material.
B. (1) which is insured under a nuclear energy liability policy issued by
Nuclear Energy Liability Insurance Association, Mutual Atomic Energy
Liability underwriters, or Nuclear Insurance Association of Canada, or
would be insured under any such policy but for its termination or
exhaustion of its Limit of Liability; or,
(2) with respect to which (a) any person or organization is required to
maintain financial protection pursuant to the Atomic Energy Act of
1954, or any law amendatory thereof, or (b) the Insured is, or had
this policy not been issued would be entitled to indemnity from the
United States of America, or any agency thereof, under any agreement
entered into the United States of America, or any agency thereof, with
any person or organization.
62739 (5/95) ED0592
-1-
ENDORSEMENT #1 (Continued)
As used in this endorsement
"hazardous properties" include radioactive, toxic or explosive properties;
"nuclear material" means source material, special nuclear material or byproduct
material;
"source material", "special nuclear material", and "byproduct material" have the
meanings given them in the Atomic Energy Act of 1954 or in any law amendatory
thereof;
"spent fuel" means any fuel element or fuel component, solid or liquid, which
has been used or exposed to radiation in a nuclear reactor;
"waste" means any waste material (1) containing byproduct material and (2)
resulting from the operation by any person or organization of any nuclear
facility included within the definition of nuclear facility under paragraph (a)
or (b) thereof;
"nuclear facility" means --
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating the
isotopes of uranium or plutonium, (2) processing or utilizing spent
fuel, or (3) handling, processing or packaging waste,
(c) any equipment or device used for the processing, fabricating or
alloying of special nuclear material if at any time the total amount
of such material in the custody of the insured at the premises where
such equipment or device is located consists of or contains more than
25 grams of plutonium or uranium 233 or any combination thereof, or
more than 250 grams of uranium 235,
(d) any structure, basin, excavation, premises or place prepared or used
for the storage or disposal of waste, and includes the site on which
any of the foregoing is located, all operations conducted on such site
and all-premises used for such operations;
"nuclear reactor" means any apparatus designed or used to sustain nuclear
fission in a self-supporting chain reaction or to contain a critical mass of
fissionable material.
All other terms, conditions and exclusions remain unchanged.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
62739 (5/95) EDO592
-2-
ENDORSEMENT# 2
This endorsement, effective 12:01 AM May 05, 1997 forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
CAPTIVE INSURANCE COMPANY
In consideration of the premium charged, it is hereby understood and agreed
that the Insurer shall not be liable to make any payments for Loss in
connection with any Claim made against any Insured(s) alleging, arising out
of, based upon, attributable to the ownership, management, maintenance
and/or control by the Company of any captive insurance company or entity
including but not limited to Claims alleging the insolvency or bankruptcy
of the Named Corporation as a result of such ownership, operation,
management and control.
All other terms, conditions and exclusions remain unchanged.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
62738 (5/95) ED0598
ENDORSEMENT # 3
This endorsement, effective 12:01 AM May 05, 1997 forms a part of
policy number 485-38-16 issued
to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
COMMISSIONS EXCLUSION
In consideration of the premium charged, it is hereby understood and agreed that
the Insurer shall not be liable to make any payment for Loss in connection with
any Claim made against any Insured(s) alleging, arising out of, based upon,
attributable to:
(i) Payments, commissions, gratuities, benefits or any other favors to or for
the benefit of any full or part-time domestic or foreign government or
armed services officials, agents, representatives, employees or any members
of their family or any entity with which they are affiliated; or
(ii) Payments, commissions, gratuities, benefits or any other favors to or for
the benefit of any full or part-time officials, directors, agents,
partners, representatives, principal shareholders, or owners or employees,
or affiliates (as that term is defined In The Securities Exchange Act of
1934, including any of their officers, directors, agents, owners, partners,
representatives, principal shareholders or employees) of any customers of
the company or any members of their family or any entity with which they
are affiliated; or
(iii) Political contributions, whether domestic or foreign.
All other terms, conditions and exclusions remain unchanged.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
62737 (5/95) ED0591
ENDORSEMENT # 4
This endorsement, effective 12:01 AM May 05, 1997 forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
PENNSYLVANIA AMENDATORY ENDORSEMENT
TAIL COVERAGE CLAUSE
In consideration of the premium charged, it is hereby understood and agreed that
the first paragraph of the clause which is referred to in the policy as the
"Extended Reporting Clause" or "Discovery Clause" is deleted in its entirety and
replaced by the following;
1. DEFINITIONS
The following definitions apply for purposes of this endorsement:
1) "Termination of Coverage" means:
a) cancellation of this policy: or
b) non-renewal of the policy.
2) "Authorized Insured" means the "Named Insured", the "First Named
Insured", Named Corporation", "Named Sponsor", or "Named Organization"
first named in item 1 of the Declarations page of this policy.
3) "Full Annual Premium" means the premium level in effect immediately
prior to termination of coverage.
4) "Insurer" means the insurance company which issued the policy to which
this endorsement is attached.
II. TAIL COVERAGE CLAUSE
Upon Termination of Coverage by the Insurer or the Insured, the Authorized
Insured shall have the right to purchase Tail Coverage. The premium for the
Tail Coverage shall be 40% of the Full Annual Premium.
Tail Coverage shall be effective for a period of one (1) year following the
effective date of Termination of Coverage. If purchased, the Authorized
Insured can give written notice to the Insurer of claims first made against
an Insured during said one year period for a Wrongful act occurring prior
to such Termination of Coverage and otherwise covered by the policy.
62805 (5/95) ED0524
-1-
ENDORSEMENT # 4 (continued)
The right of the Authorized Insured to buy Tail Coverage will terminate unless
the Insurer within sixty (60) days from the effective date of Termination of
Coverage receives written acceptance of the Tail Coverage from the Authorized
Insured together with payment from the Authorized Insured of an amount equal to:
(a) the premium for the Tail Coverage plus (b) any premium for the Policy Period
which is owed and not yet paid.
The premium for the Tail Coverage shall be fully earned by the Insurer at
the inception of the Tail. The Tail Coverage shall not be cancelable.
The Limit of Liability for the Tail Coverage shall be part of and not in
addition to the Limit Of Liability for the policy period.
The offer by the Insurer of renewal terms, conditions, limits of liability
and for premiums different from those of the expiring policy shall not
constitute a refusal to renew.
All other terms, conditions and exclusions remain unchanged.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
62805 (5/95) ED0524
-2-
ENDORSEMENT #5
This endorsement, effective 12:01 AM May 05, 1997 forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
PENNSYLVANIA
AMENDATORY ENDORSEMENT
Wherever used in this endorsement: 1) "we", "us", "our", and "Insurer" mean the
insurance company which issued this policy; and 2) "you", "your", "named
Insured", "First Named Insured", and "Insured" mean the Named Corporation, Named
Organization, Named Sponsor, Named Insured, or Insured stated in the
declarations page; and 3) "Other Insured(s)" means all other persons or entities
afforded coverage under the policy.
CANCELLATION/NONRENEWAL
The cancellation provision of this policy is amended as follows:
Canceling a policy midterm is prohibited except if:
1. A condition material to insurability has changed substantially;
2. Loss of reinsurance or a substantial decrease in reinsurance has occurred;
3. Material misrepresentation by the Insured;
4. Policy was obtained through fraud;
5. The Insured has failed to pay a premium when due;
6. The Insured has requested cancellation;
7. Material failure to comply with terms;
8. Other reasons that the commissioner may approve.
Notice Requirements for Midterm Cancellation and Nonrenewal
Notice shall be mailed by registered or first class mail by the Insurer directly
to the named Insured. Written notice will be forwarded directly to the named
Insured at least sixty (60) days in advance of the termination date unless one
or more of the following exists:
1) The Insured has made a material misrepresentation which affects the
insurability of the risk, in which case the prescribed written notice
of cancellation shall be forwarded directly to the named Insured at
least fifteen (15) days in advance of the effective date of
termination.
2) The Insured has failed to pay a premium when due, whether the premium
is payable directly to the Insurer or its agents or indirectly under a
premium finance plan or extension of credit, in which case the
prescribed written notice of cancellation shall be forwarded directly
to the Named Insured at least fifteen (15) days in advance of the
effective date of termination.
52165 (11796)
-1-
ENDORSEMENTS #5 (continued)
3) The policy was cancelled by the named Insured, in which case written
notice of cancellation shall not be required and coverage shall be
terminated on the data requested by the Insured. Nothing in these
three sections shall restrict the Insurer's right to rescind an
insurance policy ab initio upon discovery that the policy was obtained
through fraudulent statements, omissions or concealment of fact
material to the acceptance of the risk or to the hazard assumed by the
Insurer.
The notice shall be clearly labeled "Notice of Cancellation" or "Notice of
Nonrenewal". A midterm cancellation or nonrenewal notice shall state the
specific reasons for the cancellation or nonrenewal. The reasons shall identify
the condition or loss experience which caused the midterm cancellation or
nonrenewal. The notice shall provide sufficient information or data for the
Insured to correct the deficiency.
A midterm cancellation or nonrenewal notice shall state that, at the Insured's
request, the Insurer shall provide loss information to the Insured for at least
three years or the period of time during which the Insurer has provided coverage
to the Insured, whichever is less. Loss information on the Insured shall consist
of the following:
1) Information on closed claims, including date and description or
occurrence, and any amount of payments, if any;
2) Information on open claims, including date and description of
occurrence, amount of payment, if any, and amount of reserves, if any;
3) Information on notices of occurrence, including date and description
of occurrence and amount or reserves, if any.
The Insured's written request for loss information must be made within ten (10)
days of the Insured's receipt of the midterm cancellation or nonrenewal notice.
The Insurer shall have thirty (30) days from the date of receipt of the
Insured's written request to provide the requested information.
Notice of Increase in Premium
The Insurer shall provide not less than sixty (60) days notice of intent to
increase the Insured's renewal premium with thirty (30) days notice of an
estimate of the renewal premium. The notice of renewal premium increase will be
mailed or delivered to the Insured's last known address. If notice is mailed, it
will be by registered or first class mail.
Return of Unearned Premium
Cancellation Initiated by Insurer --Unearned premium must be returned to the
Insured not later than ten (10) business days after the effective date of
termination.
Cancellation Initiated by Insured --Unearned premium must be returned to the
Insured not later than thirty (30) days after the effective date of termination.
All other terms, conditions and exclusions shall remain the same.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
52165 (11/96)
-2-
ENDORSEMENT # 6
This endorsement, effective 12:01 AM May 05, 1997 forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
OUTSIDE ENTITY ENDORSEMENT
(2x)
In consideration of the premium charged, it is hereby understood and agreed that
the following entities shall be deemed an "Outside Entity", but only as respects
the Outside Entity's respective Continuity Date below:
OUTSIDE ENTITY CONTINUITY DATE
1) A not-for-profit organization under
section 501(c) (3) of the Internal
Revenue Code of 1986 (as amended). May 05, 1996
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
62790 (6/95) EDO506
Endorsement # 7
This endorsement, effective 12:01 a.m., MAY 05, 1997, forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, PA.
In consideration of the premium charged, it is hereby understood and agreed
that, Clause 4.Exclusions (e), of the form(s) 62335 is deleted in its entirety
and replaced by the following:
(e) alleging, arising out of, based upon or attributable to any pending or
prior litigation as of MAY 05,1992 or alleging or derived from the same or
essentially the same facts as alleged in such pending or prior litigation.
It is further understood and agreed that with respect to the Limit of Liability
$1,000,000 excess of $3,000,000. exclusion 4(e) is amended to indicate that the
Insurer shall not be liable to make any payment for Loss in connection with any
claim or claims made against the Directors or Officers alleging, arising out of,
based upon or attributable to any pending or prior litigation as of AUGUST 19,
1992, or alleging or derived from the same facts as alleged in such pending or
prior litigation.
It is further understood and agreed that with respect to the Limit of Liability
$2,000,000 excess of $4,000,000. exclusion 4(e) is amended to indicate that the
Insurer shall not be liable to make any payment for Loss in connection with any
claim or claims made against the Directors or Officers alleging, arising out of,
based upon or attributable to any pending or prior litigation as of MAY 05,
1994, or alleging or derived from the same facts as alleged in such pending or
prior litigation.
/s/ Ty Sagalow
Authorized Representative
ENDORSEMENT# 8
This endorsement, effective 12:01 AM May 05, 1997 forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
SEC Exclusion Relating to Secondary Public Offerings of Securities
(With 30 day reporting provision)
In consideration of premium charged, it is hereby understood and agreed that the
Insurer shall not be liable to make any payment for Loss in connection with any
claim or claims made against the Directors and Officers (including but not
limited to claims brought by any governmental or regulatory entity or any
security holder, whether directly, derivatively or by class action, or by any
other claimant) whether under federal, state or foreign, statutory, regulatory
or common law, if such claim alleges, arises out of, is based upon or is
attributable to the purchase or sale, or offer or solicitation of an offer to
purchase or sell, any security of the Company in a public offering of securities
(hereinafter an OFFERING OF SECURITIES).
This exclusion shall apply, but not be limited to, any such claim which alleges,
arises out of, is based upon or is attributable to any claim arising out of any
alleged misrepresentations or non-disclosures in any written or oral statement,
including but not limited to any Registration Statement, prospectus, offering
circular, private placement memorandum or other document or statement relating
to the OFFERING OF SECURITIES, as well as any failure to file any document
required to be filed with the Securities and Exchange Commission.
Notwithstanding the above, this endorsement shall not apply to the OFFERING OF
SECURITIES described below:
REGISTRATION STATEMENT NO. DATE
Notwithstanding the foregoing, however, this exclusion shall not apply in the
event that within thirty days prior to the effective time of an OFFERING OF
SECURITIES not scheduled or described above, the Company gives written notice
thereof together with all particulars and underwriting information relating
thereto; the Insurer agrees, in its discretion, to grant coverage subject to
such terms, conditions and additional premium as it may require; and the Company
accepts such terms, conditions and additional premium. Such coverage is also
subject to the Company paying when due such additional premium.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
60059 (4/94) EDO308
ENDORSEMENT# 9
This endorsement, effective 12:01 AM May 05, 1997 forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
ARCHITECT OR ENGINEER E&O EXCLUSION
In consideration of the premium charged, it is hereby understood and agreed that
the Insurer shall not be liable to make any payment for Loss in connection with
any Claim made against an Insured(s) alleging, arising out of, based upon or
attributable to the performance of or failure to perform services as an
architect or engineer, or any act, error or omission related thereto.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
62777 (5/95) ED0569
ENDORSEMENT# 10
This endorsement, effective 12:01 AM May O5, 1997 forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
GENERAL PARTNER/PARTNERSHIP MANAGER/
JOINT VENTURE MANAGER EXCLUSION
In consideration of the premium charged, it is hereby understood and agreed that
the Insurer shall not be liable to make any payment for Loss in connection with
any Claim made against any Insured(s) alleging, arising out of, based upon or
derived from an Insured's or the Company's acting as a general partner of any
limited partnership, or a partnership manager of any general partnership, or
joint venture manager of any joint venture.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
62677 (5/95) EDO570
ENDORSEMENT # 11
This endorsement, effective 12:01 a.m., MAY 05, 1997, forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, PA.
CrisisFund (Service Mark)
(Crisis Communications Management Insurance)
In consideration of the premium charged, it is hereby understood and agreed that
policy form 62335 (5/95) is amended to provide Crisis Management Coverage
pursuant to the terms and conditions set forth below:
1. Clause I, Insuring Agreements, is amended to add the following new insuring
agreement:
CRISIS MANAGEMENT COVERAGE
This policy shall pay the Crisis Management Loss of the Company
arising from a Crisis Management Event first commencing during the
Policy Period, up to the amount of the Crisis Management Fund.
2. Clause 4, Exclusions, shall not be applicable to Crisis Management Loss.
3. Clause 5, Limit of Liability, is amended to add the following:
The limit of the Insurer's liability for Crisis Management Loss
arising from all Crisis Management Events occurring during the Policy
Period, in the aggregate, shall be the amount set forth as the Crisis
Management Fund. This limit shall be the maximum limit of the Insurer
under this policy regardless of the number of Crisis Management Events
occurring during the Policy Period. Provided, however, that this
single Crisis Management Event(s) limit shall be part of and not in
addition to the Limit of Liability stated in Item 4 of the
Declarations, which shall in all events be the maximum liability of
the Insurer for all loss under this policy.
4. There shall be no Retention amount applicable to Crisis Management Loss,
and the Insurer shall pay such Loss from first dollar subject to the other
terms and conditions of this endorsement.
5. An actual or anticipated Crisis Management Event shall be reported to the
66083(8/96)
Insurer as soon as practicable but in no event later than thirty (30) days
after the Company first incurs Crisis Management Loss for which coverage
will be requested under this endorsement.
6. Clause 8 of the policy shall have no applicability to Crisis Management
Events. There shall be no requirement for the Company to obtain prior
written approval of the Insurer before incurring any Crisis Management
Loss, provided that the Crisis Management Firm selected by the Company to
perform the Crisis Management Services has been approved by the Insurer.
Definitions
For the purposes of this endorsement, the following definitions shall apply:
A. Material Effect on the Company's Common Stock Price shall mean, within a
period of 24 hours, that the price per share of the Company's common stock
shall decrease by the greater of $5 per share or 10% net of the change in
the Standard & Poor's Composite Index.
B. Crisis Management Event shall mean:
I. One of the following events which, in the good faith opinion of the
Chief Financial Officer of the Company, did cause or is reasonably
likely to cause, a Material Effect on the Company's Common Stock
Price:
(l) Negative earning or sales announcement
The public announcement of the Company's past or future earnings
or sales, which is substantially less favorable than any of the
following: (i) the Company's prior year's earnings or sales for
the same period, (ii) the Company's prior public statements or
projections regarding earnings or sales for such period, or (iii)
an outside securities analyst's published estimate of the
Company's earnings or sales.
(2) Loss of a patent, trade mark or copyright or major customer or
contract
The public announcement of an unforeseen loss of: (i) the
Company's intellectual property rights for a patent, trade mark
or copyright, other than by expiration, (ii) a major customer or
client of the Company; or (iii) a major contract
660B3(8/96)
with the Company.
(3) Product recall or delay
The public announcement of the recall of a major product of the
Company or the unforeseen delay in the production of a major
product of the Company.
(4) Mass tort
The public announcement or accusation that the Company has caused
the bodily injury, sickness, disease, death or emotional distress
of a group of persons, or damage to or destruction of any
tangible group of properties, including the loss of use thereof.
(5) Employee layoffs or loss of key executive officer(s)
The public announcement of employee layoffs, or the death or
resignation of one or more key executive officer(s) of the
Company.
(6) Restatement of financial statement
The public announcement of a restatement of the Company's
previously filed financial statements.
(7) Elimination or suspension of dividend
The public announcement of the elimination or suspension of a
regularly scheduled dividend previously being paid by the
Company.
(8) Write-off of assets
The public announcement that the Company intends to write off a
material amount of its assets.
(9) Debt restructuring or default
The public announcement that the Company has defaulted or intends
to default on its debt or intends to engage in a debt
restructuring.
(10) Bankruptcy
66083(8/96)
The public announcement that the Company intends to file for
bankruptcy protection or that a third party is seeking to file
for involuntary bankruptcy on behalf of the Company; or the
imminence of bankruptcy proceedings, whether voluntary or
involuntary.
(11) Governmental or regulatory litigation
The public announcement of the commencement or threat of
commencement of litigation or governmental or regulatory
proceedings against the Company.
(12) Other
Any other event previously consented to by the Insurer which, in
the good faith opinion of the Chief Financial Officer of the
Company, did cause or is reasonably likely to cause, a Material
Effect on the Company's Common Stock Price, but only if such
event is specifically scheduled by written endorsement to the
policy.
II. Unsolicited takeover bid
An unsolicited written offer or bid by any person or entity other than
an Insured or any affiliate of any Insured, whether publicly announced
or privately made to a director or executive officer of the Company,
to effect a Transaction (as Transaction is defined in Clause 12 of the
policy) of the Company.
Provided, however, that the term Crisis Management Event shall not include any
event relating to:
(1) any claim which has been reported, or any circumstances of which
notice has been given, under any policy of which this policy is a
renewal or replacement or which it may succeed in time;
(2) any pending or prior litigation as of MAY 05, 1997.
(3) the actual, alleged or threatened discharge, dispersal, release or
escape of pollutants; or any direction or request to test for,
monitor, clean up, remove, contain, treat, detoxify or neutralize
pollutants; provided, however, the foregoing shall not apply if the
policy contains any endorsement modifying or deleting, in part or in
whole, exclusion (1) of the policy;
66083(8/96)
(4) the hazardous properties of nuclear materials; provided, however, the
foregoing shall not apply to any Crisis Management Event arising from
the ownership of, operation of, construction of, management of,
planning of, maintenance of or investment in any nuclear facility.
The descriptions in the headings of the Crisis Management Events are solely for
convenience and form no part of the terms and conditions of coverage.
For the purposes of this endorsement, a Crisis Management Event shall first
commence when the Company or any of its directors or executive officers shall
first become aware of the event and shall conclude at the earliest of the time
when the Crisis Management Firm advises the Company that the crisis no longer
exists or when the Crisis Management Fund has been exhausted.
C. Crisis Management Firm shall mean any public relations firm, crisis
management firm or law firm hired by the Company or its directors, officers
or employees to perform Crisis Management Services in connection with the
Crisis Management Event which has been consented to by the Insurer, the
consent for which shall not be unreasonably withheld. Attached to this
endorsement is a list of firms which have been pre-approved by the Insurer
and may be hired by the Company without further approval by the Insurer:
D. Crisis Management Fund shall mean Fifty Thousand Dollars ($50,000).
E. Crisis Management Loss shall mean the following amounts incurred during the
pendency of or within 90 days prior to and in anticipation of, the Crisis
Management Event, regardless of whether a Claim is ever made against an
Insured arising from the Crisis Management Event and, in the case where a
Claim is made, regardless of whether the amount is incurred prior to or
subsequent to the making of the Claim:
(1) Amounts for which the Company is legally liable for the reasonable and
necessary fees and expenses incurred by a Crisis Management Firm in
the performance of Crisis Management Services for the Company arising
from a Crisis Management Event; and
(2) Amounts for which the Company is legally liable for the reasonable and
necessary printing, advertising, mailing of materials, or travel by
directors, officers, employees or agents of the Company or the Crisis
Management Firm, in connection with the Crisis Management Event.
F. Crisis Management Services means those services performed by a Crisis
Management Firm in advising the Company or any of its directors, officers
66083(8/96)
or employees on minimizing potential harm to the Company arising from the
Crisis Management Event, including but not limited to maintaining and
restoring investor confidence in the Company.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
/s/ Ty Sagalow
Authorized Representative
66083(8/96)
PRE-APPROVED CRISIS MANAGEMENT FIRMS
(1) Abernathy MacGregor Scanlon
501 Madison Avenue
New York, NY 10022
(212) 371-5999
Contact: James T. MacGregor
(2) Burson-Marsteller
230 Park Avenue South
New York, NY 10003-1566
(212) 614-5236
Contact: Michael Claes
(3) Kekst and Company.
437 Madison Avenue
New York, NY 10022
(212) 593-2655
Contact: Andrew Baer
(4) Kroll Associates
900 Third Avenue
New York, NY 10022
(212) 833-3385
Contact: Richard G. McCormick
(5) Robinson Lerer & Montgomery
75 Rockefeller Plaza, 6th floor
New York, NY 10019
(212) 484-7721
Contact: Michael Gross
(6) Sard Verbinnen & Co.
630 Third Avenue
New York, NY 10017
(212) 687-8080
Contact: Paul Verbinnen or George Sard
(7) Sitrick & Company
2029 Century Park East
Suite 1750
Los Angeles, CA 90067
(310) 788-2850
Contact: Michael Sitrick
66083(8/96)
ENDORSEMENT # 12
This endorsement, effective 12:01 a.m. MAY 05, 1997, forms a part of
policy number 485-38-16
issued to STV GROUP, INC.
by National Union Fire Insurance Company of Pittsburgh, PA.
EMPLOYMENT PRACTICES ENDORSEMENT
COVERAGE
in consideration of the premium charged it is hereby understood and agreed that
the coverage as is afforded by this policy is extended to Employment Practice
Claims against an individual "Insured" (defined below) (whether such Claims are
brought by (i) a past, present or prospective employee or employees, whether
directly or by class action; or (ii) by the Employee Equal Opportunity
Commission (EEOC) or any other state or federal governmental authority
regulating employment practices; or (iii) by any other person or entity),
subject to both the terms, conditions and exclusions of this endorsement and the
policy.
DEFINITIONS
It is further understood and agreed that for the purposes of this endorsement
only, the following definitions shall apply:
(1) "Employment Practice Claims" shall mean any Claim relating to a past,
present or prospective employee of the Company for, or arising out of
the following: (i) any actual or alleged wrongful dismissal, discharge
or termination (either actual or constructive), of employment; (ii)
employment-related misrepresentation; (iii) wrongful failure to employ
or promote; (iv) wrongful deprivation of career opportunity; (v)
wrongful discipline; (vi) failure to grant tenure or negligent
employee evaluation; (vii) failure to provide adequate employee
policies and procedure; or (viii) sexual or workplace harassment of
any kind, (including the alleged creation of a harassing workplace
environment); or (ix) unlawful discrimination, (including sexual or
workplace harassment or creation of a harassing workplace environment)
whether direct, indirect, or unintentional.
Employment Practices Claims shall include Claims brought under state, local
or federal law(whether common or statutory)and shall include, but not be limited
to, allegations of violations of the following federal laws (as amended),
including regulations promulgated thereunder:
1. Family and Medical Leave Act of 1993
2. Americans with Disabilities Act of 1992 (ADA),
3. Civil Rights Act of 1991,
62748(5/95)
4. Age Discrimination in Employment Act of 1967 (ADEA), including the
Older Workers Benefit Protection Act of 1990.
5. Title VII of the Civil Rights Law of 1964, as amended, including the
Pregnancy Discrimination Act of 1978,
6. Civil Rights Act of 1866, Section 1981, and
7. Fifth and Fourteenth Amendments of the U.S. Constitution.
(2) The term "Insured" shall include, for the purposes of Employment Practices
Claims only, any past, present or future duly elected individual Director
or Officer or any past, present of future employee of the Company whether
such individual is in a supervisory, co-worker or subordinate position or
otherwise. Coverage shall automatically apply to all new employees after
the inception date of the policy.
EXCLUSIONS
It is further understood and agreed that solely for the additional coverage
hereby granted for Employment Practices Claims exclusions (i) and (k) are
amended as follows:
(1) Exclusion (i) is amended by deleting the phrase, "wrongful termination of
employment claims", and substituting the phrase, "Employment Practice
Claims" (as defined in this endorsement) and by deleting the word "former
employee" and substituting the word "employee" to read as follows:
(i) which are brought by any Insured or the Company; or which are brought
by any security holder of the Company, whether directly or
derivatively, unless such security holder's Claim(s) is instigated and
continued totally independent of, and totally without the solicitation
of, or assistance of, or active participation of, or intervention of;
any Insured or the Company; provided, however, this exclusion shall
not apply to Employment Practice Claims brought by an employee other
than an employee who is or was a Director of the Company.
(2) Exclusion (k) is amended by deleting the phrase, "emotional distress", and
by deleting the phrase, "or for injury from libel or slander or defamation
or disparagement or for injury from a violation of a person's right of
privacy", to read as follows:
(k) for bodily injury, sickness, disease or death of any person, or damage
to or destruction of any tangible property, including the loss of use
thereof;
It is further understood and agreed that only as respects any additional
coverage granted by virtue of this endorsement, the following exclusions shall
apply:
(1) The Insurer shall not be liable for any Loss in connection with any Claim
or Claims made against an Insured alleging, arising out of, based upon or
attributable to any pending or prior litigation as of MAY 05, 1996, or
alleging or derived from the same or essentially the same facts as alleged
in such pending or prior litigation.
(2) The Insurer shall not be liable for any Loss in connection with any Claim
or Claims made against an Insured for any alleged Wrongful Act committed
prior to if any Insured(s), as of such date, knew or could have reasonably
foreseen that such Wrongful Act could lead to a Claim.
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS OF THE POLICY REMAIN UNCHANGED.
/s/ Ty Sagalow
AUTHORIZED REPRESENTATIVE
62748(5/95)