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<br />Corporation .hethe: cefere, en or after the Petition Date as a
<br />director, o~~i=e: 0: e~p~oyee of another corporation,
<br />partnership, jcin~ venture, trust, or other entity, ~hether
<br />for profit or not for profit (including the heirs, executors,
<br />ad~inistrators or estate of such person) Shall be indecnified
<br />and held har:less by the Corporation to the fullest extent
<br />per=itted by the Colorado Corporation Cede or any other
<br />applicable law as currently or hereatter in effect.
<br />
<br />8.02 Pre-Petition Date Actions. Notvithstanding
<br />anything contained in the foregoing Section 8.01 to the
<br />contrary, with respect to any and all investigations, claims,
<br />actions, suits or proceedings arising ~ut of any act, conduct
<br />Or omission ~hich (a) did not occ~r in the prdinary course of
<br />operating a 8usiness Seg~ent (as such te~ is defined in
<br />Article 9 belaY) of one or ~ore of the Subsidiaries and
<br />(b) occurred prior ~o the Petition Date, ~he indemnification
<br />described in Sec~ion 8.01 shall be the joint and several
<br />liability of the Corporation, Gillett Holdings, Inc. and its
<br />other subsidiaries and GHTV, Inc. and its subsidiaries and
<br />shall be li~i:ed for all officers, directors and employees of
<br />~he Corporation, Gillett Holdings, Inc. and its other
<br />subsidiaries, and GHTV, Inc. and its subsidiaries entitled to
<br />such indemni!ica~ion ~o an aggregate amount not to exceed
<br />52,500,000 tor the defense costs and expenses (inClUding,
<br />~ithout li~itation, attorneys' fees) actually and reasonably
<br />incurred by all such persons who are parties in any manner, or
<br />threatened to ce made a par~y to any such threatened, pending
<br />or co~pleted investigations, clai~s, actions, suits or
<br />proceedings, ~hether cri~inal, civil, administrative or
<br />investigative (including, ~ithout limitation, any actions,
<br />suits or proceedi~gs by or in the right of the Corporation,
<br />Gillett Holdings, roc. or i~s other subsidiaries or GHTV, Inc.
<br />or its SUbsidiaries to procure a judgment or jud~ents in its
<br />favor) by reason of the fac~ that such persons were directors
<br />or officers O~ e~playees of Gillett Holdings, Inc. or any
<br />Subsidiary prior ~o ~he Petition Date. Notwithstanding
<br />anything con~ained in ~his Section 8.02 to the contrary, the
<br />board of direc~ors o~ Gillett Holdings, Inc. in its sole
<br />discretion ~ay adcpt bylaws ~hich provide for the use of all
<br />or any portion of such a~ount to pay any portion of, or any
<br />settle~ent or jud~ent ~ith respect to, ~he acount of any such
<br />investigation. clai~, action, suit or proceeding. Any amount
<br />sa used shall ce applied in reduction at such 52,500,000
<br />aggregate ~axi~u~ a~oun:.
<br />
<br />a.OJ ~od:~ication of Indemnification. Without
<br />li~iting the general:~y or the effect or ~he foregoing
<br />Sec~ions 8.0: and 8.02, :r.e Corporation ~ay adop~ bylaws or
<br />enter into one o~ ~ore agree~en~s ~ith any person WhiCh
<br />provide for :~de~nifica:~~n greater or dif~erent than that
<br />provided in :~is Art:cle a to the extent permitted by the
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