EFTA Document EFTA01392895

09/29/2003 12:20 '440-774-28n PAUL I-EffikAN PG PAGE el Articles of incorporation Page 5 otherwise, as the Board C•IDirectors in its sole discretion may determine and to authorize the mortgaging or pledging of, and to authorize and cause to be aecuted mortgages and thaw upon any property of the .corporation, real or *.perborial; including after acquired properly. c) To determine whether any, and, if any, what pan of the net profits of the corporation or of its net assets in excess of its capital shall be declared in dividends and paid to The stockholders, and to direct and determine the use and dispoiltion thereof. d) To contract Vie in the name ° 0mporatetke with individual members of the Board of Directors in theitacfividual capacity or as representatives of any firm, Assn: aeon or corporatkmr. e) To sell or otherwise ,dispose of the real or personal property of the corporation. f) To set apart a reterve %itsetves, and to abolish such reserve or reserves, or to make sueb:otherpirovisions, if any, as the Board of Directors may deem necessary or adcitsable far working capital, for additions, improvements and betterments to plant and .equipmentrfor expansion of the business of the corpolop'n (ilitiudhig the acquisition of real and personal ptoperty for this purpose) add for„any other purpose of the emporation. To atablish bonus, prolit-sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers tutd employees (including officers and employees who are also directors) of the corporation and to fix the amounts of profits to be distributed or shared or contributed and the &Omits of the corporation's fiords otherwise to be devoted thereto and to determine the.pessons to participate in any such plans and the Molina of their respective participation. It) To issue, or grant optionsfor the purpose of shares of stocic Oldie corporation to officers and employees (including officers and employees who are also directors) of the corporation and on such terms and conditions as the Board of Directors may from time to time determine. i) To cram. into contracts for the managentent of the business of the corporation for terms not exceeding five (5) years. . 4. 1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0098197 SDNY_GM_00244381 EFTA01392895