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¢orpor~io~ ~o the fullest exten~ ~rom ~im~ to ~ime p~rmlCt~d by <br /> ~ ~e event he is ~de, o,r i~ =~ea~ened to be ~de, a party <br /> any ~]=eatenad, pending or collated civil, c~'i~n~, <br /> <br />pr~ed~ a~ ~y appeal therein (~d ~y in~i~ or ~vest~gation <br /> co=1~ lea~ t~ such action, suit or ~roce~ding), w~t~r or not <br /> <br />li~le by reason of the fac~ that he is or was acting in such <br /> <br /> The director's or officer's rights hereunder ~hal!, to the <br />fullest extent from-time to time permitted by law, cover (a) <br />reasonable expenses, including without limitation, all attorney's <br />fees actually =nd necessarily incurred by him in connection with <br />any ~uch action, ~uit or p~oceeding, (b) ~11 reasonable payment~ <br />maas by him //~ satisfaction of a.n¥ ju~ment, money decrem, fine <br />(i=cluding. an excise tax assessed '.,~l~h resP~ Co an employee <br />benefit plan), ~nalty or. settl~ent for which he may ~ve become <br /> <br />e~ensms incited in en~orcln~ the ~nde~iflcation =i~hCs provided. <br />here~. <br /> <br /> The ~oard of Directors of the corporation shall take all SUCh <br />action as m~y be necessary and ap~ o~rxate ~o authorim~ the <br />o0.~l~oration to pay the in~em~iflc&~ion req~/ired by '=his provision,' <br />including w~thout.limitation, to the extent needed, making a good <br />faith evaluation o£ the manner in which =he claim~= for inde~!~y <br />acte~ ~ o~ =he reason~le ~= of lnde~tty ~ue' him. <br /> <br /> ~y ~r~on who a= ~ny t~ se~es or has ~erved in ~y of the <br />aforesaid capacitie~ for or on,half of.the co~oration sh~l be <br />4~emed to be doing or to ha~ ~one so ~ reli~c~ u~n, ~d as <br />uonsider~tion for, t~ rights provided for herein. ~y rep~l <br />~ification of these inde~fication pro~sions Shall not <br />~y rights or oblig~tio~ ~isting au-~he Uime of such repeal <br />b~efi= of t~e legal represen~at=ves of ~y such pers~ ~ shall <br />entitled apart from t~s provision. <br /> <br /> The rights grants4 herein s~ll not be li~ted by the <br />provisions contalnea in SeCtion S~-8-~1 of the Nor=h Carol~a <br />~neral Statutes or ~y ~cCes~or to such statute. <br /> <br /> I~ ~ST~ ~R~F. I Bays hereunto se= my han~ ~a <br />thi~ the__day of Dec,er, i999. <br /> <br /> <br />