Classmates.com 2006 Annual Report Download - page 123

be entitled under the Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors, applicable law or
otherwise, both as to action in such person’
s official capacity and as to action in another capacity while holding such office, it being the policy of
the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 shall be made to the fullest extent permitted by law. The
provisions of this Article 8 shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 but
whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise.
Section 8.8 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would
have the power or the obligation to indemnify such person against such liability under the provisions of this Article 8.
Section 8.9 Certain Definitions. For purposes of this Article 8, references to “fines”
shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best
interests of the Corporation” as referred to in this Article 8.
Section 8.10 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 8.11 Limitation on Indemnification. Notwithstanding anything contained in this Article 8 to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 8.5), the Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or
consented to by the Board of Directors.
Section 8.12 Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those
conferred in this Article 8 to directors and officers of the Corporation.
ARTICLE 9
AMENDMENTS
Section 9.1 Amendments.
Except as otherwise provided in the Certificate of Incorporation, the Bylaws may be altered, amended or repealed,
or new Bylaws may be adopted, by (a) the holders of a majority of the outstanding shares of voting stock of the Corporation or (b) by the Board
of Directors.
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