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<br />c'''-otitselftreate aiire:iullllJtiOli tliatthe person did not act in good faith ana in a nlclllnei'
<br />jNlll~tt:tti~(persc:i!i;!'lii~uuaI:>IY believed lO beirithe best h~terest of the CorpOlaUon ,',
<br />and,wiih)espect~,;ariycriminal action or proceeding" had reasonable cause to'
<br />:beliwe ill,at his "6rl1erconduct wes 'unlewfuJ.' :' " ' ,
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<br />,: ~:'j;:" , b.':,A~~ person who was oris threatened to bemado a party tOilny'
<br />threatened, pending or comploted action l;lf:Suit by or in the right of tho Corporution :'
<br />to procure:a,judgmcnt in its favor,by reas:on of the fact the he or she is or W3S'3 ,
<br />director;'officer, employee, or agent of the Corporation againstexpenses (including
<br />attorneys, fees); ,actually and reasonably'incurred by that person in connection with
<br />the defense or ~tt1ement of such action or. suit if that person acted, in good faith and
<br />in a rnann~r that person reasonably believed TO be in the be.sT interest of the
<br />,Corporation: butno inaemnification shall be made in respect of any claim, issue or
<br />matter as to which' such persori has been adjudged to be liable for negligence or
<br />'misconduct ,in thp. pBrformanceof a dutY to the Corporation unless and only to the
<br />eXtent that the, court in which such acllon or suit was brought determined upon
<br />;3pplic;.tion That, despite the adjudication ()f liabilitY / but in view or all circumstances
<br />"Clf the ca~e. such person Is fairly and reasonably enlilled lu indemnification for such
<br />'expenses which such court deems pruper ~, '
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<br />,2. To the ex lent that a director, officer, 'employee, or agent of the
<br />, corPoration' has been successful on the merits in defense of any action, suit or
<br />proceeding referred'LO in 1A.J. or 1A,2. <lbove or in defense of "ny c1"im, issue or
<br />,manertherein, he or she shall be indemnified by the Corporation egainst expenses
<br />,'lincludin~ '''ltoi'neys, fees) "ctually end reasonably incurred by thet person in
<br />;c6~[ildion therewith.,
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<br />, ' 3. Any indemnification undor fA.l. or 1A.2., unless ordered by the court
<br />pursu"nt to fA.2., 'shalrbc m3de by the Corporation only if 'authorized in a'specific
<br />, 'case upon" dctcimin3tion that indemnification of the director, officer, employee, or,
<br />, agent is proper 'under the circumotancesbecause that person has met the applicable '
<br />" standard of conduct set forth in said ,A.J. or 'A.2. Such determination shall be made'
<br />, , by the B03rd by a majoritY vote of, a qUOrum' consiSTing of direcTors who wp.rp. nnt
<br />'parties to 'such action, suit or proc.'Jp.rling. or if such a Quorum is not obtainable, or
<br />even,is obtainable. 'if a majoritY,ofThe disirlferested directors so direct, by Independent'
<br />legal counsel in a written opinion address~d.to the Board. A DIrector. or officer shall
<br />, be deemed disinteresterl in a maner if that person has no'iriterest therein other than,
<br />asa director or offic'er of the Corporation, as the case may be. The Corporation may
<br />pay the Jeesand 'expenses of the directors, or officers, as the, case may I:>e,
<br />'reasonably incurred in connection with making Cf deLermillalion a~ pro'vided above.
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<br />,4. Expenses (including attorneys, fees) incurred in defending a civil or
<br />criminillaction, suIt of proceeding mcy be paid by the Corporation in ~dvance of the
<br />"finalrlisposiTion of such action, suit" or proceeding, if authorized in the manner
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