**Exhibit3(ii)**

 

**AmendedFeb. 17, 1987**

 

 

**CUBIC CORPORATION**

 

 

**Bylaws**

 

 

ARTICLE I

 

SPECIFIC AND GENERAL PURPOSES

 

The general purpose of the Corporation is to engage inany lawful act or activity for which Corporations may be organized under theGeneral Corporation Law of Delaware.

 

ARTICLE II

 

OFFICES

 

Section 1. The registeredoffice shall be in the City of Wilmington, County of New Castle, State ofDelaware.

 

Section 2. The Corporationmay also have offices at such other places, both within and without the Stateof Delaware, as the Board of Directors may from time to time determine or thebusiness of the Corporation may require.

 

ARTICLE III

 

MEETINGS OF STOCKHOLDERS

 

Section 1. All meetings ofthe Stockholders for the election of Directors shall be held in the City of SanDiego, State of California, at such place as may be fixed from time to time bythe Board of Directors, or at such other place, either within or without theState of Delaware, as shall be designated from time to time by the Board ofDirectors and stated in the Notice of the Meeting. Meetings of Stockholders forany other purpose may be held at such time and place, within or without theState of Delaware, as shall be stated in the Notice of the Meeting or in a dulyexecuted Waiver of Notice thereof.

 

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Section 2. Annual Meetings of Stockholders, commencingwith the year 1986 , shall be held on the first Tuesday following the firstMonday of each February if not a legal holiday, and if a legal holiday, then onthe next secular day following, at 10:30 a.m., or at such other date and timeas shall be designated from time to time by the Board of Directors and statedin the Notice of the Meeting, at which they shall elect by a plurality vote aBoard of Directors, and transact such other business as may properly be broughtbefore the meeting.

 

Section 3. Written Notice ofthe Annual Meeting, stating the place, date and hour of the meeting, shall begiven to each Stockholder entitled to vote at such meeting not less than (10)nor more than sixty (60) days before the date of the meeting.

 

Section 4. The Officer whohas charge of the stock ledger of the Corporation shall prepare and make, orcause to be prepared and made, at least ten (10) days before every meeting ofStockholders, a complete list of the Stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachStockholder and the number of shares registered in the name of eachStockholder. Such list shall be open to the examination of any Stockholder, forany purpose germane to the meeting, during ordinary business hours, for aperiod of at least ten (10) days prior to the meeting, either at a place withinthe City where the meeting is to be held, which place shall be specified in theNotice of the Meeting, or, if not so specified, at the place where the meetingis to be held. The list shall also be produced and kept at the time and placeof the meeting during the whole time thereof, and may be inspected by anyStockholder who is present.

 

Section 5. Special Meetingsof the Stockholders of the Corporation, for any purpose or purposes, may becalled at any time by the Board of Directors, or by a committee of the Board ofDirectors which has been duly designated by the Board of Directors and whosepowers and authority, as provided in a resolution of the Board of Directors orin the Bylaws of the Corporation, include the power to call such meetings, butsuch Special Meetings may not be called by any other person or persons.

 

Section 6. Written Notice ofa Special Meeting, stating the place, date and hour of the meeting and thepurpose or purposes for which the meeting is called, shall be given not lessthan ten (10) nor more than sixty (60) days before the date of the meeting, toeach Stockholder entitled to vote at such meeting.

 

Section 7. Businesstransacted at any special meeting of Stockholders shall be limited to thepurposes stated in the Notice.

 

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Section 8. The holders of a majority of the stockissued and outstanding and entitled to vote thereat, present in person orrepresented by proxy, shall constitute a quorum at all meetings of thestockholders for the transaction of business except as otherwise provided bystatute or by the Certificate of Incorporation. If, however, such quorum shallnot be present or represented at any meeting of the Stockholders, theStockholders entitled to vote thereat, present in person or represented byproxy, shall have power to adjourn the meeting from time to time, withoutNotice, other than announcement at the meeting, until a quorum shall be presentor represented. At such adjourned meeting at which a quorum shall be present orrepresented, any business may be transacted which might have been transacted atthe meeting as originally notified. If the adjournment is for more than thirty(30) days, or if after the adjournment a new record date is fixed for theadjourned meeting, a Notice of the adjourned meeting shall be given to eachStockholder of record entitled to vote at the meeting.

 

Section 9. When a quorum is present at any meeting,the vote of the holders of a majority of the stock having voting power, presentin person or represented by proxy, shall decide any question brought beforesuch meeting, unless the question is one upon which, by express provision ofthe statutes or of the Certificate of Incorporation, a different vote isrequired, in which case such express provision shall govern and control thedecision of such question.

 

Section 10. Unless otherwise provided in theCertificate of Incorporation, each Stockholder shall, at every meeting of theStockholders, be entitled to one vote in person or by proxy for each share ofthe capital stock having voting power held by such Stockholder, but no proxyshall be voted on after three years from its date, unless the proxy providesfor a longer period.

 

Section 11. Unless otherwise provided in theCertificate of Incorporation, any action required to be taken at any Annual orSpecial Meeting of Stockholders of the Corporation, or any action which may betaken at any Annual or Special Meeting of such Stockholders, may be takenwithout a meeting, without prior Notice and without a vote, if a consent inwriting, setting forth the action so taken, shall be signed by the holders ofoutstanding stock having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted. Prompt Notice of the taking ofthe corporate action without a meeting by less than unanimous written consentshall be given to those Stockholders who have not consented in writing.

 

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ARTICLE IV

 

DIRECTORS

 

Section 1. The number of Directors which shallconstitute the whole Board shall be seven (7). The Directors shall be electedat the Annual Meeting of the Stockholders, except as provided in Section 2 ofthis Article, and each Director elected shall hold office until his successoris elected and qualified Directors need not be stockholders.

 

Section 2. Vacancies and newly created Directorshipsresulting from any increase in the authorized number of Directors may be filledby a majority of the Directors then in office, though less than a quorum, or bya sole remaining Director, and the Directors so chosen shall hold office untilthe next annual****election and until their successors are duly elected andshall qualify, unless sooner displaced. If there are no Directors in office,then an election of Directors may be held in the manner provided by statute.If, at the time of filling any vacancy or any newly created Directorship, theDirectors then in office shall constitute less than a majority of the wholeBoard (as constituted immediately prior to any such increase), the Court ofChancery may, upon application of any Stockholder or Stockholders holding atleast ten percent of the total number of the shares at the time outstandinghaving the right to vote for such Directors, summarily order an election to beheld to fill any such vacancies or newly created Directorships, or to replacethe Directors chosen by the Directors then in office.

 

Section 3. The business of the Corporation shall bemanaged by or under the direction of its Board of Directors which may exerciseall such powers of the Corporation and do all such lawful acts and things asare not by statute or by the Certificate of Incorporation or by these Bylawsdirected or required to be exercised or done by the Stockholders.

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 4. The Board of Directors of the Corporationmay hold meetings, both regular and special, either within or without the Stateof Delaware.

 

Section 5. The Board of Directors shall hold aregular meeting immediately after the Annual Meeting of the Stockholders at thesame place, and Notice thereof shall not be required.

 

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Section 6. Regular meetings of the Board of Directors may be held without Notice,at the principal offices of the Corporation, at such time and at such otherplace as shall from time to time be determined by the Board.

 

Section 7. Special meetings of the Board may becalled by the President on no days’ notice to each Director, either personallyor by mail or by telegram; special meetings shall be called by the President orSecretary in like manner and on like notice on the written request of two (2)Directors, unless the Board consists of only one Director; in which casespecial meetings shall be called by the President or Secretary in like mannerand on like notice on the written request of the sole Director.

 

Section 8. At all meetings of the Board, four****(4)Directors shall constitute a quorum for the transaction of business and the actof a majority of the Directors present at any meeting at which there is aquorum shall be the act of the Board of Directors, except as may be otherwisespecifically provided by statute or by the Certificates of Incorporation. If aquorum shall not be present at any meeting of the Board of Directors, theDirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

 

Section 9. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, any action required or permittedto be taken at any meeting of the Board of Directors or of any Committeethereof may be taken without a meeting, if all members of the Board orCommittee, as the case may be, consent thereto in writing, and the writing orwritings are filed with the Minutes of proceedings of the Board or Committee.

 

Section 10. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, members of the Board ofDirectors, or any Committee designated by the Board of Directors, mayparticipate in a meeting of the Board of Directors, or any Committee, by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and.suchparticipation in a meeting shall constitute presence in person at the meeting

 

COMMITTEES OF DIRECTORS

 

Section 11. The Board of Directors may, by resolutionpassed by a majority of the whole Board, designate one or more

 

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Committees,each Committee to consist of one or more of the Directors of the Corporation.The Board may designate three or more Directors as alternate members of anyCommittee, who may replace any absent or disqualified member at any meeting ofthe Committee.

 

Inthe absence or disqualification of a member of a Committee, the member ormembers thereof present at any meeting and not disqualified from voting,whether or not he or they constitute a quorum, may unanimously appoint anothermember of the Board of Directors to act at the meeting in the place of any suchabsent or disqualified member.

 

Anysuch Committee, to the extent provided in the resolution of the Board ofDirectors, shall have and may exercise all the powers and authority of theBoard of Directors in the management of the business and affairs of theCorporation, and may authorize the seal of the Corporation to be affixed to allpapers which may require it; but no such Committee shall have the power orauthority in reference to amending the Certificate of Incorporation, (exceptthat a Committee may, to the extent authorized in the resolution or resolutionsproviding for the issuance of shares of stock adopted by the Board of Directorsas provided in Section 151(a) fix any of the preferences or rights of suchshares relating to dividends, redemption, dissolution, any distribution ofassets of the Corporation or the conversion into, or the exchange of suchshares for, shares of any other class or classes or any other series of thesame or any other class or classes of stock of the Corporation) adopting anagreement of merger or consolidation, recommending to the Stockholders thesale, lease or exchange of all or substantially all of the Corporationsproperty and assets, recommending to the Stockholders a dissolution of theCorporation or a revocation of a dissolution, or amending the Bylaws of theCorporation; and, unless the resolution or the Certificate of Incorporationexpressly so provide, no such Committee shall have the power or authority todeclare a dividend or to authorize the issuance of stock or to adopt acertificate of ownership and merger. Such Committee or Committees shall havesuch name or names as may be determined from time to time by resolution adoptedby the Board of Directors.

 

Section 12. Each Committee shall keep regular Minutesof its meetings and report the same to the Board of Directors when required.

 

COMPENSATION OF DIRECTORS

 

Section 13. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, the Board of

 

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Directorsshall have the authority to fix the compensation of Directors. The Directorsmay be paid their expenses, if any, of attendance at each meeting of the Boardof Directors and may be paid a fixed sum for attendance at each meeting of theBoard of Directors or a stated salary as Director. No such payment shallpreclude any Director from serving the Corporation in any other capacity andreceiving compensation therefore. Members of special or standing Committees maybe allowed like compensation for attending Committee meetings.

 

REMOVAL OF DIRECTORS

 

Section 14. Unless otherwise restricted by theCertificate of Incorporation or by law, any Director or the entire Board ofDirectors may be removed, with or without cause, by the holders of a majorityof shares entitled to vote at an election of Directors.

 

ARTICLE V

 

NOTICES

 

Section 1. Whenever, under the provisions of thestatutes or of the Certificate of Incorporation or of these Bylaws, Notice isrequired to be given to any Director or Stockholder, it shall not be construedto mean personal Notice, but such Notice may be given in writing, by mail,addressed to such Director or Stockholder, at his address as it appears on therecords of the Corporation, with postage thereon prepaid, and such Notice shallbe deemed to be given at the time when the same shall be deposited in theUnited States mail. Notice to Directors may also be given by telegram.

 

Section 2. Whenever any Notice is required to begiven under the provisions of the statutes or of the Certificate ofIncorporation or of these Bylaws, a waiver thereof in writing, signed by theperson or persons entitled to said Notice, whether before or after the timestated therein, shall be deemed equivalent thereto.

 

ARTICLE VI

 

OFFICERS

 

Section 1. The Officers of the Corporation shall bechosen by the Board of Directors and shall be a President, a

 

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VicePresident, a Secretary and a Treasurer. The Board of Directors may also chooseadditional Vice Presidents, and one or more Assistant Secretaries and AssistantTreasurers. Any number of offices may be held by the same person, unless theCertificate of Incorporation or these Bylaws otherwise provide.

 

Section 2. The Board ofDirectors at its first meeting after each Annual Meeting of Stockholders shallchoose a President,, one or more Vice Presidents, a Secretary and a Treasurer.

 

Section 3. The Board ofDirectors may appoint such other. Officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise suchpowers and perform such duties as shall be determined from time to time by theBoard.

 

Section 4. The salaries ofall Officers and agents of the Corporation shall be fixed by the Board ofDirectors**.**

 

Section 5. The Officers ofthe Corporation shall hold office until their successors are chosen andqualify. Any Officer elected or appointed by the Board of Directors may beremoved at any time by the affirmative vote of a majority of the Board ofDirectors. Any vacancy occurring in any office of the Corporation shall befilled by the Board of Directors.

 

THE PRESIDENT

 

Section 6. The Presidentshall be the Chief Executive Officer of the Corporation, shall preside at allmeetings of the stockholders and the Board of Directors, shall have general andactive management of the business of the Corporation and shall see that allorders and resolutions of the Board of Directors are carried into effect.

 

Section 7. He shall executebonds, mortgages and other contracts requiring a seal, under the seal of theCorporation, except where required or permitted by law to be otherwise signedand executed and except where the signing and execution thereof shall beexpressly delegated by the Board of Directors to some other officer or agent ofthe Corporation.

 

THE VICE PRESIDENTS

 

Section 8. In the absence ofthe President or in the event of his inability or refusal to act the VicePresident (or in the event there be more than one Vice President, the VicePresidents in the order designated by the Directors, or in the absence of anydesignation, then in the order of their election) shall perform the duties ofthe President, and when so acting, shall have all the powers of and be subjectto all the restrictions upon the President. The Vice Presidents shall performsuch other duties and have such other powers as the Board of Directors may fromtime to time prescribe.

 

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THE SECRETARY AND ASSISTANT SECRETARY

 

Section 9. The Secretary shall attend all meetings ofthe Board of Directors and all meetings of the Stockholders and record all theproceedings of the meetings of the Corporation and of the Board of Directors ina book to be kept for that purpose and shall perform like duties for thestanding Committees when required.  Heshall give, or cause to be given, Notice of all meetings of the Stockholdersand special meetings of the Board of Directors, and shall perform such otherduties as may be prescribed by the Board of Directors or President, under whosesupervision he shall be. He shall have custody of the corporate seal of theCorporation and he, or an Assistant Secretary, shall have authority to affixthe same to any instrument requiring it and when so affixed, it may be attestedby his signature or by the signature of such Assistant Secretary. The Board ofDirectors may give general authority to any other Officer to affix the seal ofthe Corporation and to attest the affixing by his signature.

 

Section 10. The Assistant Secretary, or if there bemore than one, the Assistant Secretaries in the order determined by the Boardof Directors (or if there be no such determination, then in the order of theirelection) shall, in the absence of the Secretary or in the event of hisinability or refusal to act, perform the duties and exercise the powers of theSecretary and shall perform such other duties and have such other powers as theBoard of Directors may from time to time prescribe.

 

THE TREASURER AND ASSISTANT TREASURER

 

Section 11. The Treasurer shall have the custody ofthe corporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the Corporation and shalldeposit all moneys and other valuable effects in the name and to the credit ofthe Corporation in such depositories as may be designated by the Board ofDirectors.

 

Section 12. He shall disburse the funds of theCorporation as may be ordered by the Board of Directors, taking proper vouchersfor such disbursements, and shall render to the President and the Board ofDirectors, at its regular meetings, or when the Board of Directors so requires,an account of all his transactions as Treasurer and of the financial conditionof the Corporation.

 

Section 13. If required by the Board of Directors, heshall give the Corporation a bond (which shall be renewed every

 

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sixyears) in such sum and with such surety or sureties as shall be satisfactory tothe Board of Directors for the faithful performance of the duties of his officeand for the restoration to the Corporation, in case of his death, resignation,retirement or removal from office, of all books, papers, vouchers, money and otherproperty of whatever kind in his possession or under his control belonging tothe Corporation.

 

Section 14. The Assistant Treasurer, or if there shallbe more than one, the Assistant Treasurers in the order determined by the Boardof Directors (or if there be no such determination, then in the order of theirelection) shall, in the absence of the Treasurer or in the event of hisinability or refusal to act, perform the duties and exercise the powers of theTreasurer and shall perform such other duties and have such other powers as theBoard of Directors may from time to time prescribe.

 

ARTICLE VII

 

CERTIFICATES FOR SHARES

 

Section 1. The shares of the Corporation shall berepresented by a certificate or shall be uncertificated. Certificates shall besigned by, or in the name of the Corporation by, the Chairman or Vice Chairmanof the Board of Directors, or the President or a Vice President and theTreasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretaryof the Corporation.

 

Uponthe face or back of each stock certificate issued to represent any partly paidshares, or upon the books and records of the Corporation in the case ofuncertificated partly paid shares, shall be set forth the total amount of theconsideration to be paid therefore and the amount paid thereon shall be stated.

 

Withina reasonable time after the issuance or transfer of uncertificated stock, theCorporation shall send to the registered owner thereof a written Noticecontaining the information required to be set forth or stated on certificatespursuant to Sections 151, 156, 202(a) or 218(a) or a statement that theCorporation will furnish without charge to each Stockholder who so requests thepowers, designations, preferences and relative participating, optional or otherspecial rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights.

 

Section 2. Any of or all the signatures on acertificate may be facsimile. In case any Officer, Transfer Agent or Registrarwho has signed or whose facsimile signature

 

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hasbeen placed upon a certificate shall have ceased to be such Officer, TransferAgent or Registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if he were such Officer, Transfer Agent orRegistrar at the date of issue.

 

LOST CERTIFICATES

 

Section 3. The Board of Directors may direct a newcertificate or certificates or uncertificated shares to be issued in place ofany certificate or certificates entitled thereto and the transaction shall berecorded upon the books of the Corporation.

 

FIXING RECORD DATE

 

Section 4 . In order that the Corporation maydetermine the Stockholders entitled to Notice of or to vote at any meeting ofStockholders or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may fix,in advance, a record date, which shall not be more than sixty (60) nor lessthan ten (10) days before the date of such meeting, nor more than sixty (60)days prior to any other action. A determination of Stockholders of recordentitled to Notice of or to vote at a meeting of Stockholders shall apply toany adjournment of the meeting; provided, however, that the Board of Directorsmay fix a new record date for the adjourned meeting.

 

REGISTERED STOCKHOLDERS

 

Section 5 . The Corporation shall be entitled torecognize the exclusive right of a person. registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and to hold liablefor calls and assessments a person registered on its books as the owner ofshares, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of any other person, whether ornot it shall have express or other Notice thereof, except as otherwise providedby the laws of Delaware.

 

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ARTICLE VIII

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1. Dividends upon the capital stock of theCorporation, subject to the provisions of the Certificate of Incorporation, ifany, may be declared by the Board of Directors at any regular or specialmeeting, pursuant to law. Dividends may be paid in cash, in property, or inshares of the capital stock, subject to the provisions of the Certificate ofIncorporation.

 

Section 2. Before payment of any dividend, there maybe set aside out of any funds of the Corporation available for dividends suchsum or sums as the Directors from time to time, in their absolute discretion,think proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Corporation, orfor such other purpose as the Directors shall think conducive to the interestof the Corporation, and the Directors may modify or abolish any such reserve inthe manner in which it was created.

 

ANNUAL STATEMENT

 

Section 3. The Board of Directors shall present ateach Annual Meeting,and at any special meeting of the Stockholders when calledfor by vote of the Stockholders, a full and clear statement of the business andcondition of the Corporation.

 

CHECKS

 

Section 4. All checks or demands for money and notesof the Corporation shall be signed by such Officer or Officers or such otherperson or persons as the Board of Directors may from time to time designate.

 

FISCAL YEAR

 

Section 5. The fiscal year of the Corporation shallbe fixed by resolution of the Board of Directors.

 

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SEAL

 

Section 6. The corporate seal shall have inscribedthereon the name of the Corporation, the year of its organization and the words“Corporate Seal, Delaware”.  The sealmay be used by causing it or a facsimile thereof to be impressed or affixed orreproduced or otherwise.

 

INDEMNIFICATION

 

Section 7.01.  Actions Other Than by or in the Right of theCorporation.

 

TheCorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action, suit orproceedings, whether civil, criminal, administrative or investigative (otherthan an action by or in the right of the Corporation) by reason of the factthat he is or was a director, officer, employee or agent of the Corporation, oris or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise or as a member of any committee or similar body, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding if he acted in good faith and in a manner hereasonably believed to be in, or not opposed to, the best interests of theCorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his conduct was unlawful. The termination of anyaction, suit or proceeding by judgment, order, settlement, conviction, or upona plea of nolo contendere or its equivalent, shall not, of itself, create apresumption that the person did not act in good faith and in a manner which hereasonably believed to be in, or not opposed to, the best interests of theCorporation, and, with respect to any criminal action or proceeding, that hehad reasonable cause to believe that his conduct was unlawful.

 

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Section 7.02.  Actions by or in the Right of theCorporation.

 

TheCorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action or suit by orin the right of the Corporation to procure a judgment in its favor by reason ofthe fact that he is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as adirector, officer, employee, or agent of another corporation, partnership,joint venture, trust or other enterprise, or as a member of any committee orsimilar body, against expenses (including attorneys’ fees) actually andreasonably incurred by him in connection with the defense or settlement of suchaction or suit if he acted in good faith and in a manner he reasonably believedto be in, or not opposed to, the best interests of the Corporation, except thatno indemnification shall be made in respect of any claim, issue or matter as towhich such person shall have been adjudged to be liable to the Corporationunless and only to the extent that the Court of Chancery or the court in whichsuch action or suit was brought shall determine upon application that, despitethe adjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenseswhich the Court of Chancery or such other court shall deem proper.

 

Section 7.03.  Determination of Right of Indemnification.

 

Anyindemnification under Section 7.01 or 7.02 (unless ordered by a court) shall bemade by the Corporation only as authorized in the specific case upon adetermination that indemnification of the director, officer, employee or agentis proper in the circumstances because he has met the applicable standard ofconduct set forth in Sections 7.01 or 7.02. Such determination shall be made(i) by the Board by a majority vote of a quorum consisting of directors whowere not parties to such action, suit or proceeding, or (ii) if such a quorumis not obtainable, or, even if obtainable, a quorum of disinterested directorsso directs, by independent legal counsel in a written opinion or (iii) by thestockholders.

 

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Section 7.04.  Indemnification Against Expenses ofSuccessful Party.

 

Notwithstandingthe other provisions of this Article, to the extent that a director, officer,employee or agent of the Corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding referred to in Section7.01 or 7.02, or in defense of any claim, issue or matter therein, he shall beindemnified against expenses (including attorneys’ fees) actually andreasonably incurred by him in connection therewith.

 

Section 7.05.   Advance of Expenses.

 

Expensesincurred in defending a civil or criminal action, suit or proceeding may bepaid by the Corporation in advance of the final disposition of such action,suit or proceeding as authorized by the Board upon receipt of an undertaking byor on behalf of the director or officer, to repay such amount if it shall ultimatelybe determined that he is not entitled to be indemnified by the Corporation asauthorized in this Article. Such expenses incurred by other employees andagents may be so paid upon such terms and conditions, if any, as the Boarddeems appropriate.

 

Section 7.06.   Other Rights and Remedies.

 

Theindemnification and advancement of expenses provided by, or granted pursuantto, the other Sections of this Article shall not be deemed exclusive and aredeclared expressly to be nonexclusive of any other rights to which thoseseeking indemnification or advancement of expenses may be entitled under anybylaw, agreement, vote of stockholders or disinterested directors or otherwise,both as to action in his official capacity and as to action in another capacitywhile holding such office.

 

Section 7.07.   Insurance.

 

Uponresolution passed by the Board, the Corporation may purchase and maintaininsurance on behalf of any person who is or was a director, officer, employeeor agent of the Corporation, or is or was serving at the request

 

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ofthe Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise or as amember of any committee or similar body against any liability asserted againsthim and incurred by him in any such capacity, or arising out of his status assuch, whether or not the Corporation would have the power to indemnify himagainst such liability under the provisions of this Article.

 

Section 7.08.  Employee Benefit Plans.

 

Forpurposes of this Section 7 to Article VIII, references to “other enterprises”shall include employer benefit plans; references to “fines” shall include anyexcise taxes assessed on a person with respect to any employee benefit plan;and references to “serving at the request of the Corporation” shall include anyservice as a director, officer, employee or agent of the Corporation whichimposes duties on, or involves services by, such director, officer, employee,or agent with respect to an employee benefit plan, its participants orbeneficiaries; and a person who acted in good faith and in a manner hereasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan shall be deemed to have acted in a manner “notopposed to the best interests of the Corporation” as referred to in thisSection 7 of Article VIII.

 

Section 7.09.  Broadest Lawful Indemnification.

 

In.addition to the foregoing, the Corporation shall, to the broadest and maximumextent permitted by Delaware law, as the same exists from time to time (but, incase of any amendment to or change in Delaware law, only to the extent thatsuch amendment or change permits the Corporation to provide broader rights of indemnificationthan is permitted to the Corporation prior to such amendment or change),indemnify each person who was or is a party or is threatened to be made a partyto any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative by reason of the fact that heis or was a director or officer of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding. In addition, the Corporation shall, to the broadestand maximum extent permitted by Delaware law, as the same may exist from timeto

 

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time(but, in case of any amendment to or change in Delaware law,, only to theextent that such amendment or change permits the Corporation to provide broaderrights of payment of expenses incurred in advance of the final disposition-ofan action, suit or proceeding than is permitted to the Corporation prior tosuch amendment or change), pay to such person any and all expenses (includingattorneys’ fees) incurred in defending or settling any such action, suit orproceeding in advance of the final disposition of such action, suit orproceeding upon receipt of an undertaking by or on behalf of the director orofficer, to repay such amount if it shall ultimately be determined by a finaljudgment or other final adjudication that he is not entitled to be indemnifiedby the Corporation as authorized in this Section 7.09. The first sentence ofthis Section 7.09 to the contrary notwithstanding, the Corporation shall notindemnify any such person with respect to any of**.**the following matters: (i)remuneration paid to such person if it shall be determined by a final judgmentor other final adjudication that such remuneration was in violation of law; or(ii) any accounting of profits made from the purchase or sale by such person ofthe Corporation’s securities within the meaning of Section 16(b) of theSecurities Exchange Act of 1934 and amendments thereto or similar provisions ofany federal, state or local statutory law; or (iii) action brought about orcontributed to by the dishonesty of such person, if a final judgment or otherfinal adjudication adverse to such person establishes that acts of active anddeliberate dishonesty were committed or attempted by such person with actualdishonest purpose and intent and were material to the adjudication; or (iv)actions based on or attributable to such person having gained any personalprofit or advantage to which he was not entitled, in the event that a finaljudgment or other final adjudication adverse to such person establishes thatsuch person in fact gained such personal profit or other advantage to which hewas not entitled; or (v) any matter in respect of which a final decision by acourt with competent jurisdiction shall determine that indemnification isunlawful; provided, however, that the Corporation shall perform its obligationsunder the second sentence of this Section 7..09 on behalf -of such person untilsuch time as it shall be ultimately determined by a final judgment or otherfinal adjudication that he is not entitled to be indemnified by the Corporationas authorized by the first sentence of this Section 7.09 by virture of any ofthe preceding clauses (i), (ii), (iii), (iv), or (v).

 

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Section7.10.  Term.

 

Theindemnification and advance of expenses provided by, or granted pursuant to,this Section shall, unless otherwise provided when authorized or ratified,continue as to a person who has ceased to be a director, officer, employee oragent and shall inure to the benefit of the heirs, executors and administratorsof such a person.

 

Section 7.11.  Severability.

 

Ifany part of this Section 7 shall be found, in any action, suit or proceeding orappeal therefrom or in any other circumstances or as to any particular officer,director, employee or agent to be unenforceable, ineffective or invalid for anyreason, the enforceability, effect and validity of the remaining parts or ofsuch parts in other circumstances shall not be affected, except as otherwiserequired by applicable law.

 

Section 7.12.  Amendments.

 

Theforegoing provisions of this Section 7 shall be deemed to constitute anagreement between the Corporation and each of the persons entitled toindemnification hereunder, for as long as such provisions remain in effect. Anyamendment to the foregoing provisions of this Section 7 which limits orotherwise adversely affects the scope of indemnification or rights of any suchpersons here under shall, as to such persons, apply only to claims arising, orcauses of action based on actions or events occurring, after such amendment anddelivery of notice of such amendment is given to the person or persons soaffected. Until notice of such amendment is given to the person or personswhose rights hereunder are adversely affected, such amendment shall have noeffect on such rights of such persons hereunder. Any person entitled toindemnification under the foregoing provisions of this Section 7 shall as toany act or omission occurring prior to the date of receipt of such notice, beentitled to indemnification to the same extent as had such provisions continuedas Bylaws of the Corporation without such amendment.

 

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ARTICLE IX

 

AMENDMENTS

 

Section 1. These Bylaws may be altered, amended or repealed or new Bylaws may beadopted by the Stockholders or by the Board of Directors, when such power isconferred upon the Board of Directors by the Certificate of Incorporation atany regular meeting of the Stockholders or of the Board of Directors or at anyspecial meeting of the Stockholders or of the Board of Directors if Notice ofsuch alteration, amendment, repeal or adoption of new Bylaws be contained inthe Notice of such special meeting. If the power to adopt, amend or repealBylaws is conferred upon the Board of Directors by the Certificate ofIncorporation, it shall not divest or limit the power of the Stockholders toadopt, amend or repeal Bylaws, except to the extent provided in the Certificateof Incorporation .

 

 
|   | ...  the End ... |
|--------|------------------|

 

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