Famous Footwear 2004 Annual Report Download - page 91

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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
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