EFTA01355884

'the termination of any action, tallf, or jus+ending by judgment order, wilt:intuit, conviction, oc upon s plea of nolo contendere or tare cerividenti, shall not, of itself, ensue a presumption that the •perann dill not get in good faith And alt n manner which he or she usiiirmaitly believed to be in or not opposed to the hest interests of the entponition and, witty respect to any ctimihril action or proceeding, bad reasonable cause to believe that his conduct was unlawful. ()) The Corixtration• Shall indemnify any person who was nr is a patty or is threatened to be made a pint): to:any threatened, peuding.: or completed actiott or suit by or in the right of the officer, emPloyee, or agent of the Corporation, or is or was semiarid the request of tic venture, trust, or othetentetprime against expense* (including attorney's fees) .actitally. And reasonably incurred by him or lies in colon-tidos) with the defenscorserdement of such action-or suit if lie or she acted: (1) in gum( faith; acid (2) in a manor he or•she reasonably believed tole in or not opposed to the herd interests of the Corporation. Howevet; no indemnification shall be made in respect ahoy. claim, issue, cif. Matter as to which such frtson.shall have beettadjudged to Ix. bible for negligence 0i inneonductiathepedorntinte of his or hot duty to the Corporation unIcagand only to the cAtent that the court in which such Action, or suit is brought shall determine upon ripplieation that, despot the adjudication of liability but in view of all the citcumstanees of the asc,.. such Iwnion is fairly and entitled to indemnity for such expensos winch die torn Shalt dont proper. • • (c) To. the extent that a .dite.cutt,rdlicet. employee, dr agent of the Corporation lets been successful on the 'Oriel or otherwhie in defense of any action, suilior pr0ceedirtgoterred to in subpatigniplis (a) and (b), or in defense of any claim, issue, or matter:chain., inc or ahe ;hall he indemnified agiAst expenses (including•Attorneys' feel) actually and sosninthly incurred by him or hcr.in connection. thertnvith. ..,„ " 1 • (d) Any inert mnifteation under.subparagniphs (a) and (b)(unless.ordered.by'a court) Shill ireasch: by the Corporation only AA inithotir.al in the 'specific case upon a rlacmtiosticin that. he ttir:thebati flint the applicable standard of outlaws act forth in subparagraphs (a) and 1)4. Such deresminatilso shall Ix' n aile r t • (I) by the hood of ditecnirs by 'a nenority vote- of a quorum consisting of directors who were not Nonni towel) action, suit, at proof:dingo (2) if such. a quorum. Is not obtainable, or even: if obtainable a quorum. of disinterested directors so direal.by indeperukntlegal counsel in a written opinion; or (3) by the snitIchOlderA. Expenscri incurred in defeating a eivitor criminal action, anit,oefitticeeding maybe pAigi by the Cotporation irrativrtnee of the final disposition' f such action, suit, or proceeding as authorized by the board of directors in the specific ease upostreeript of••antantlertakingby or on behalf of the director, offices, employee, or agent to rely auth tumulus unless it than ultimately be detenninod that he or she is entitled to be indemnified by the Corponniun as Authorized in this article. • ' (1) The indemnification provided by this Article shall :not be deemed exclosive of any tithes rights to whit:' those seeking. indemoificadon may be entitled Under any bylaw, agreement, vote of stockholders of dirdriterestecl directors, or other:Vise, both as to litetiou in his or her official capacity pillcit a& to Action in another capacity while holding such office, stitd•shall continue•st to a person who Ina cased to be a • I CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0041181 CONFIDENTIAL SDNY_GM_00187365 EFTA01355884