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ARTICLE XVI <br />INDEMNIEICATICN <br />Section 1. Definitions. <br />a. For purposes of this Article, the terms defined in <br />this Section have the meanings given them. <br />b. ■Corporation" includes a domestic or foreign <br />corporation that was the predecessor of the corporation in i <br />merger or other transaction in which the predecessor's <br />existence ceased upon consummation of the transaction. <br />c. ■Official capacity* means (1) with respect to a <br />director, the position of director in the corporation, (2) with <br />respect to a person other than a director, the elective or <br />appointive office or position held by an officer, member of a <br />committee of the Board, or the employment or agency <br />relationship undertaken by an employee or agent of the <br />corporation, and v3) with respect to a director, officer, <br />employee or agent of the corporation who, while a director, <br />officer, employee or agent of the corporation, is or was <br />serving at the request of the cerperation or whose duties in <br />that position involve or involved service as a director, <br />officer, partner, trustee, or agent of another organization or <br />employee benefit plan, the position of that person as a <br />director, officer, partner, trustee, employee or agent, as the <br />case may be, of the other organization or employee benefit <br />plan. <br />. N <br />•. ! <br />d. "Proceeding* means a threatened, pending or completed <br />civil, criminal, acininistrative, arbitration or investigative <br />proceeding, .Including a proceeding by or in the right of the <br />corporation. • <br />e. "Special legal counsel" means counsel who has not <br />represented the corporation or a related corporation, or a <br />director, officer, employee or agent whose indemnification is <br />in issue. <br />Section 2. Indemnification Mandatory; Standard. <br />a. Subject to the provisions of Section 4 of this <br />Article, the corporation shall Indemnify a person made or <br />threatened to be made a party to a proceeding by reason of thi <br />former or present official capacity of the person against <br />Judgments, penalties, fines. Including, without limitation, <br />excise taxes assessed against the person with respect to an <br />employee benefit plan,.settlements and reasonable .expenses, u. <br />Including attorneys' fees and disbursements,"Incurred by the ■ <br />person In connection with the proceeding, if, with respect to <br />the acts or omissions of theperson complained of In'“the <br />proceeding, the person: ‘ .t * <br />r.V ' <br />r.i.