Common use of Limitation of Director Liability Clause in Contracts

Limitation of Director Liability. Section 1. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended from time to time, 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. If the DGCL is 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 DGCL, as so amended. Section 2. The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she 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, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors or brought to enforce a right to indemnification. Section 3. The Corporation shall have the power to indemnify, to the extent permitted by applicable law, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she 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, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. Section 4. Neither any amendment nor repeal of any Section of this Article VII, nor the adoption of any provision of this Certificate of Incorporation or the Bylaws of the Corporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any cause of action, suit, claim or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. The rights conferred on any person by this Article VII shall be deemed contract rights and shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation or the Corporation’s Bylaws, agreement or vote of the stockholders or disinterested directors or otherwise.

Limitation of Director Liability. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents (and any other persons to which Delaware law permits the Corporation to provide indemnification) through ByLaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 1145 of the GCL, subject only to limits created by applicable Delaware law (statutory or non-statutory). To the fullest extent permitted by applicable law, the DGCL as the same exists or as may hereafter be amended from time to time, a director directors of the Corporation shall not be personally liable to the Corporation or its stockholders any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of the GCL or any amendment thereto or shall be liable by reason that, in addition to any and all other requirements for such liability, such director (1) shall have breached the director's duty or loyalty to the Corporation or its stockholders, (2) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law, or (3) shall have derived an improper personal benefit. If the DGCL GCL is hereafter amended to authorize corporate action the further eliminating elimination or limiting limitation of the personal liability of directorsa director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCLGCL, as so amended. Section 2. The Corporation shall indemnify, to To the fullest extent permitted by applicable law, any director or officer of the Corporation each person who was or is made a party or is threatened to be made a party to or is in any way involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”) ), including any appeal therefrom, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee director or agent officer of the Corporation or a direct or indirect Subsidiary, or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust entity or other enterprise, including service with respect to employee benefit plansshall be indemnified and held harmless by the Corporation, against and the Corporation shall advance all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by any such person in connection with defense of any such Proceeding. The Corporation shall be required proceeding prior to indemnify a person in connection with a Proceeding initiated by such person only if its final determination, to the Proceeding was fullest extent authorized by the Board of Directors or brought GCL. In any proceeding against the Corporation to enforce a right these rights, such person shall be presumed to indemnification. Section 3. The be entitled to indemnification and the Corporation shall have the power burden of proving that such person has not met the standards of conduct for permissible indemnification set forth in the GCL. The rights to indemnify, indemnification and advancement of expenses conferred by this Article X shall be presumed to have been relied upon by the extent permitted by applicable law, any employee or agent directors and officers of the Corporation who was in serving or is continuing to serve the Corporation and shall be enforceable as contract rights. Said rights shall not be exclusive of any other rights to which those seeking indemnification may otherwise be entitled. The Corporation may, upon written demand presented by a party director or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent officer of the Corporation or is of a direct or was indirect Subsidiary, or by a person serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust entity or other enterprise, including service enter into contracts to provide such persons with respect specified rights to employee benefit plansindemnification, against expenses (including attorneys’ fees)which contracts may confer rights and protections to the maximum extent permitted by the GCL, judgments, fines as amended and amounts in effect from time to time. If a claim under this Article X is not paid in settlement actually and reasonably incurred full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such person in connection with claim. It shall be a defense to any such Proceeding. Section 4. Neither action (other than an action brought to enforce the right to be advanced expenses incurred in defending any amendment nor repeal proceeding prior to its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of any Section of this Article VII, nor conduct which make it permissible under the adoption of any provision of this Certificate of Incorporation or the Bylaws of GCL for the Corporation inconsistent with this Article VII, shall eliminate or reduce to indemnify the effect of this Article VII in respect of any matter occurring, or any cause of action, suit, claim or proceeding accruing or arising or thatclaimant for the amount claimed, but the claimant shall be presumed to be entitled to indemnification and the Corporation shall have the burden of proving that the claimant has not met the standards of conduct for this Article VII, would accrue or arise, permissible indemnification set forth in the GCL. If the GCL is hereafter amended to permit the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment, repeal or adoption of an inconsistent provision. The the indemnification rights conferred on any person by this Article VII X shall be deemed contract rights and shall not be exclusive of any other rights which such person may have or hereafter acquire under any statutebroadened to the fullest extent permitted by the GCL, provision of this Certificate of Incorporation or the Corporation’s Bylaws, agreement or vote of the stockholders or disinterested directors or otherwiseas so amended.