ARTICLE IX.
INDEMNIFICATION.
Section 1.
Definitions. For purposes of this Article IX:
(a) “Corporate Status” describes the status of a person who is
serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, (iii) as a Non-Officer Employee of the Corporation, or (iv) as a director, partner,
trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity which such person is or was serving at the
request of the Corporation. For purposes of this Section 1(a), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer,
employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director,
officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of
Directors or the stockholders of the Corporation;
(b) “DGCL” means the General Corporation Law of the State of Delaware;
(c) “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the
Corporation;
(d) “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is
sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;
(e) “Expenses” means
all attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs,
printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage,
delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or
otherwise participating in, a Proceeding;
(f) “Liabilities” means judgments, damages, liabilities, losses, penalties,
excise taxes, fines and amounts paid in settlement;
(g) “Non-Officer Employee”
means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;
(h) “Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the
Board of Directors of the Corporation;
(i) “Proceeding” means any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and
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