Pottery Barn 2010 Annual Report Download - page 218

standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by
the indemnitee to enforce a right to indemnification hereunder, the burden of proving that the indemnitee is not
entitled to be indemnified, under this Article VI or otherwise shall be on the Corporation.
6.4 NON-EXCLUSIVITY OF RIGHTS.
The rights to indemnification conferred in this Article VI shall not be exclusive of any other right which any
person may have or hereafter acquire under any law, the Corporation’s Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or directors or otherwise.
6.5 INSURANCE.
The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the DGCL.
6.6 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.
The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest
extent permitted by law.
6.7 NATURE OF RIGHTS.
(a) The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of
the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that
adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit,
eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged
occurrence of any action or omission to act that took place prior to such amendment or repeal.
ARTICLE VII
RECORDS AND REPORTS
7.1 MAINTENANCE OF RECORDS; STOCKLIST.
The Corporation shall, either at its principal executive offices or at such place or places as designated by the
Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class
of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other
records.
The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the
meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than ten
(10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before
the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder
for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a
reasonably accessible electronic network, provided that the information required to gain access to such list is
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