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or proceeding in which they may be involved by reason of being or having been a
director or officer of the registrant provided said officers or directors acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Additionally, Articles "SIXTH" and "SEVENTH" of the registrant's Restated
Certificate of Incorporation entitled "Limited Liability" and "Indemnification"
respectively, as filed with the Delaware Secretary of State and as dated June
28, 1994 contains various provisions applicable hereto and reading as follows:
"SIXTH: Limited Liability. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware GCL, or (iv) for any
transaction from which the director derived any improper personal
benefit. If the General Corporation Law of the State of Delaware is
herewith amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of
such repeal or modification."
"SEVENTH: Indemnification. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or complete action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by
reason of the fact that he is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (an
"indemnitee"), against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation, in accordance with and
to the full extent permitted by statute. Except as otherwise provided
in paragraph (c) hereof, the Corporation shall be required to indemnify
an indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if the initiation of such proceeding
(or part thereof) by the indemnitee was authorized by the Board of
Directors of the Corporation.
(B) The Corporation shall pay the expense (including
attorneys' fees) incurred by an indemnitee in defending any proceeding
in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director or officer in advance of the
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