PARTY TO THE PROCEEDING IN RESPECT OF
WHICH INDEMNIFICATION IS SOUGHT BY THE INDEMNITEE.
(III)
ACTIONS "IN, OR AT LEAST NOT OPPOSED TO, THE
BEST INTERESTS OF THE CORPORATION" SHALL INCLUDE, WITHOUT LIMITATION, ACTIONS
TAKEN IN GOOD FAITH AND IN A MANNER THE INDEMNITEE REASONABLY BELIEVED TO BE IN
OR NOT OPPOSED TO THE BEST INTERESTS OF THE PARTICIPANTS AND BENEFICIARIES OF AN
EMPLOYEE BENEFIT PLAN.
G.
INSURANCE.
THE CORPORATION SHALL
PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF ANY PERSON WHO IS OR WAS A DIRECTOR
OR OFFICER OF THE CORPORATION, OR WHO WHILE A DIRECTOR OR OFFICER IS OR WAS
SERVING AT THE REQUEST OF THE CORPORATION AS A DIRECTOR, OFFICER, EMPLOYEE,
TRUSTEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST OR
OTHER ENTERPRISE ("D&O INSURANCE"), AGAINST ANY LIABILITY ASSERTED AGAINST THE
PERSON AND INCURRED BY THE PERSON IN ANY SUCH CAPACITY, OR ARISING OUT OF HIS OR
HER STATUS AS SUCH, WHETHER OR NOT THE CORPORATION WOULD HAVE THE POWER OR THE
OBLIGATION TO INDEMNIFY SUCH PERSON AGAINST SUCH LIABILITY UNDER THE PROVISIONS
OF THIS ARTICLE VII.
NOTWITHSTANDING THE FOREGOING, THE CORPORATION SHALL HAVE
NO OBLIGATION TO OBTAIN OR MAINTAIN D&O INSURANCE IF THE CORPORATION DETERMINES
IN GOOD FAITH THAT SUCH INSURANCE IS NOT REASONABLY AVAILABLE, THE PREMIUM COSTS
FOR SUCH INSURANCE ARE MATERIALLY DISPROPORTIONATE TO THE AMOUNT OF COVERAGE
PROVIDED, THE COVERAGE PROVIDED BY SUCH INSURANCE IS LIMITED BY EXCLUSIONS SO AS
TO PROVIDE A MATERIALLY INSUFFICIENT BENEFIT, OR SUCH PERSON IS COVERED BY
SUBSTANTIALLY SIMILAR INSURANCE MAINTAINED BY A SUBSIDIARY OF THE CORPORATION OR
BY ANOTHER PERSON PURSUANT TO A CONTRACTUAL OBLIGATION OWED TO THE CORPORATION.
H.
SCOPE OF ARTICLE VII.
THE RIGHTS
CONFERRED IN THIS ARTICLE VII SHALL NOT BE EXCLUSIVE OF ANY OTHER RIGHT THAT ANY
PERSON MAY HAVE OR HEREAFTER ACQUIRE UNDER ANY STATUTE, PROVISION OF THIS
CERTIFICATE OF INCORPORATION, ANY CERTIFICATE OF DESIGNATIONS, THE BYLAWS, ANY
AGREEMENT, VOTE OF STOCKHOLDERS OR DISINTERESTED DIRECTORS, OR OTHERWISE, BOTH
AS TO ACTION IN AN OFFICIAL CAPACITY AND AS TO ACTION IN ANOTHER CAPACITY WHILE
HOLDING SUCH OFFICE OR WHILE EMPLOYED BY OR ACTING AS AGENT FOR THE
CORPORATION.
THE RIGHTS PROVIDED BY OR GRANTED PURSUANT TO THIS ARTICLE VII
SHALL, UNLESS OTHERWISE PROVIDED WHEN AUTHORIZED OR RATIFIED, CONTINUE AS TO A
PERSON WHO HAS CEASED TO BE A DIRECTOR OR OFFICER AND SHALL INURE TO THE BENEFIT
OF THE HEIRS, EXECUTORS AND ADMINISTRATORS OF SUCH PERSON.
I.
RELIANCE ON PROVISIONS.
EACH PERSON
WHO SHALL ACT AS A DIRECTOR OR OFFICER OF THE CORPORATION, OR AS THE LEGAL
REPRESENTATIVE OF SUCH PERSON, OR WHO WHILE A DIRECTOR OR OFFICER SERVES AT THE
REQUEST OF THE CORPORATION AS A DIRECTOR, OFFICER, PARTNER, PRINCIPAL, MEMBER,
MANAGER, FIDUCIARY, EMPLOYEE, TRUSTEE OR AGENT OF ANOTHER CORPORATION OR OF A
PARTNERSHIP, LIMITED LIABILITY COMPANY, JOINT VENTURE, TRUST OR OTHER
ENTERPRISE, SHALL BE DEEMED TO BE DOING SO IN RELIANCE UPON RIGHTS OF
INDEMNIFICATION PROVIDED BY THIS ARTICLE VII.
ANY REPEAL OR MODIFICATION OF THE
PROVISIONS OF THIS ARTICLE VII SHALL