Famous Footwear 2003 Annual Report Download - page 25

the Board of Directors. A Director who may be disqualified, by reason of personal interest, from voting on any particular matter before a meeting of a
Committee may nevertheless be counted for the purpose of constituting a quorum of the Committee. At all meetings of a Committee, a majority of the
Committee members then in office shall constitute a quorum for the purpose of transacting business, and the acts of a majority of the Committee members
present at any meeting at which there is a quorum shall be the acts of the Committee.
ARTICLE IV
Officers
Section 1. Officers. The Board of Directors, as soon as may be after the election of directors held in each year, shall elect a Chairman of the Board of
Directors, a President of the Company, one or more Vice-Presidents, a Secretary, and a Treasurer, and from time to time may appoint such Assistant Secretaries,
Assistant Treasurers and such other officers, agents and employees as it may deem proper. Any two of such offices, except that of President and Secretary, may
be held by the same person. The Chairman of the Board and the President shall be chosen from among the directors, but no other officer need be a director.
Section 2. Term of Office. The term of office of all officers shall be one year or until their respective successors are chosen and qualified; but at any meeting
the Board may suspend or remove any one or more of the officers for a cause satisfactory to the Board, and the action thus taken shall be conclusive. In the
event of the suspension of an officer, the Board shall fix the term of such suspension.
Section 3. Powers and Duties. The officers, agents and employees of the Company shall each have such powers and duties in the management of the
property and affairs of the Company, subject to the control of the Board of Directors, as generally pertain to their respective offices, as well as such powers and
duties as from time to time may be prescribed by the Board of Directors. The Board of Directors may require any such officer, agent or employee to give security
for the faithful performance of his duties.
ARTICLE V
Powers to Contract; Indemnification
Section 1. Contracts. All contracts and agreements purporting to be the act of this Company shall be signed by the President, or by a Vice-President, or by
such other officer or other person as may be designated by the Board of Directors or Executive Committee or the President or by a Vice-President in order that the
same shall be binding upon the Company.
Section 2. Indemnification.
a. Actions Involving Directors and Officers. The Company shall indemnify each person who at any time is serving or has served as a director or officer of the
Company or at the request of the Company is serving or has served as a director or officer (or in a similar capacity) of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against any claim, liability or expense incurred as a result of such service, to the maximum extent
permitted by law.
b. Actions Involving Employees or Agents.
1. The Company may, if it deems appropriate, indemnify any person who at any time is or has been an employee or agent of the Company or who at
the request of the Company is or has been an employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any claim, liability or expense incurred as a result of such service, to the maximum extent permitted by law or to such lesser extent as the
Company, in its discretion, may deem appropriate.
2. To the extent that any person referred to in subsection 2(b) of this Section 2 has been successful, on the merits or otherwise, in the defense of a civil or
criminal proceeding arising out of the services referred to therein, he shall be entitled to indemnification as authorized in such subsection.
c. Advance Payment of Expenses. Expenses incurred by a person who is or was a director or officer of the Company or who is or was at the request of the
Company serving as a director or officer (or in a similar capacity) of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in defending a civil or criminal action or proceeding shall be paid by the Company in advance of the final disposition of such action or proceeding,
and expenses incurred by a person who is or was an employee or agent of the Company or who is or was at the request of the Company serving as an
employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in defending a civil or criminal action or
proceeding may be paid by the Company in advance of the final disposition of such action or proceeding as authorized by the Board of Directors, in either case
upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amounts as, and to the extent, required by law.
d. Not exclusive. The indemnification and advancement of expenses provided or permitted by this Section 2 shall not be deemed exclusive of any other rights
to which any person who is or was a director, officer, employee or agent of the Company or who is or was at the request of the Company serving as a director
or officer (or in a similar capacity), employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise may be
entitled, whether pursuant to the Company's Certificate of Incorporation, Bylaws, the terms of any resolution of the shareholders or Board of Directors of the
Company, any agreement or contract or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.
e. Indemnification Agreements Authorized. Without limiting the other provisions of this Section 2, the Company is authorized from time to time to enter into
agreements with any director, officer, employee or agent of the Company or with any person who at the request of the Company is serving as a director or officer
(or in a similar capacity), employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, providing such
rights of indemnification as the Board of Directors may deem appropriate, up to the maximum extent permitted by law; provided that any such agreement with
a director or officer of the Company shall not provide for indemnification of such director or officer if a judgment or other final adjudication adverse to the