Famous Footwear 2003 Annual Report Download - page 26

director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Any such agreement entered
into by the Company with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements
may have been or may thereafter be entered into with such other directors.
f. Insurance. The Company may purchase and maintain insurance to indemnify itself or 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, to the maximum extent allowed by law, whether or not the Company
would have the power to indemnify such person under the provisions of this Section 2.
g. Certain Definitions. For the purposes of this Section 2:
1. Any director or officer of the Company who shall serve as a director or officer (or in a similar capacity), employee or agent of any other corporation,
partnership, joint venture, trust or other enterprise of which the Company, directly or indirectly, is or was the owner of a majority of either the outstanding equity
interests or the outstanding voting stock (or comparable interests) shall be deemed to be serving as such director or officer (or in a similar capacity), employee or
agent at the request of the Company, unless the Board of Directors of the Company shall determine otherwise. In all other instances where any person shall
serve as a director or officer (or in a similar capacity), employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the
Company is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as
such director or officer (or in a similar capacity), employee or agent at the request of the Company, the Board of Directors of the Company may determine
whether such service is or was at the request of the Company, and it shall not be necessary to show any actual or prior request for such service.
2. A corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed
on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect
to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants
and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
3. References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation
so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent
corporation as a director or officer (or in a similar capacity), employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise shall stand in the same position under the provisions of this Section 2 with respect to the resulting or surviving corporation as he would if he
had served the resulting or surviving corporation in the same capacity.
h. Survival. Any indemnification rights provided under or granted pursuant to this Section 2 shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Indemnification rights provided under or
granted pursuant to this Section 2 shall survive amendment or repeal of this Section 2 with respect to any acts or omissions occurring prior to such amendment
or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights as a binding contract with the
Company.
ARTICLE VI
Capital Stock
Section 1. Stock Certificates. The interest of each stockholder shall be evidenced by a certificate or certificates for shares of stock of the Company in such
form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the President or a
Vice-President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of the Company, and shall be
countersigned and registered in such manner, if any, as the Board may by resolution prescribe; provided that, in case such certificates are required by such
resolution to be signed by a Transfer Agent or Transfer Clerk and by a Registrar, the signatures of the Chairman of the Board or the President or a Vice-
President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and the seal of the Company upon such certificates may be
facsimiles, engraved or printed.
Section 2. Transfers. Shares in the capital stock of the Company shall be transferred only on the books of the Company, by the holder thereof in person or
by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.
Section 3. Lost or Destroyed Stock Certificates. No certificates for shares of stock of the Company shall be issued in place of any certificate alleged to have
been lost, stolen or destroyed, except upon production of such evidence of the loss, theft or destruction and upon indemnification of the Company and its agents to
such extent and in such manner as the Board of Directors may from time to time prescribe.
ARTICLE VII
Checks, Notes, etc.
All checks and drafts on the Company's bank accounts and all bills of exchange and promissory notes and all acceptances, obligations and other
instruments for the payment of money, shall be signed by the President, or a Vice-President, or the Treasurer, or by such other officer or officers or agent or
agents as shall be thereunto authorized from time to time by the Board of Directors.