Earthlink 2004 Annual Report Download - page 118

ARTICLE XI
POWERS OF ATTORNEY
The Board of Directors may authorize one or more of the officers of the Corporation to execute powers of attorney delegating to
named representatives or agents power to represent or act on behalf of the Corporation, with or without the power of substitution.
In the absence of any action by the Board of Directors, any officer of the Corporation may execute, for and on behalf of the
Corporation, waivers of notice of meetings of stockholders and proxies, or may vote shares directly, for such meetings of any company in
which the Corporation may hold voting securities.
ARTICLE XII
INDEMNIFICATION
12.1.
Indemnification . The Corporation, to the fullest extent permitted or required by the DGCL or other applicable law, as the
same exists or may hereafter be amended, shall indemnify and hold harmless any person who is or was a director or officer of the Corporation
and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any
threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, any action, suit or proceedings by or in the right of the Corporation to procure a judgment in its favor) (a
“Proceeding”) by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other entity or enterprise (including, without limitation, any employee benefit plan) (a
“Covered Entity”) against all liability and loss suffered and expenses (including attorneys’ fees), actually and reasonably incurred by such
person in connection with such Proceeding; provided, however, that the foregoing shall not apply (i) to a director or officer of the Corporation
with respect to a Proceeding that was commenced by such director or officer unless the proceeding was commenced after either (x) the
Indemnitee has obtained the approval thereof by the Board, or (y) a Change in Control (as hereinafter defined in Section 12.5(e) has occurred),
or (ii) under circumstances in which such indemnification is prohibited by the DGCL or other applicable law. Any director or officer of the
Corporation entitled to indemnification as provided in this Section 12.1 is hereinafter called an “Indemnitee”. Any right of an Indemnitee to
indemnification under this Article XII shall be a contract right.
12.2.
Prepayment of Expenses
. The Corporation, to the fullest extent permitted or required by the DGCL or other applicable law,
shall pay the expenses incurred by an Indemnitee in connection with a Proceeding, consistent with the provisions of the DGCL or other
applicable law, as the same exists or may hereafter be amended, and the other provisions of this Article XII, provided, however, that, to the
extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an
undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that Indemnitee is not entitled to be
indemnified under this Article XII or otherwise.
12.3. Insurance, Contracts and Funding
. The Corporation may purchase and maintain insurance to protect itself and any director,
officer, employee or agent of the Corporation or of any Covered Entity against any expenses, judgments, fines and amounts paid in settlement
as
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