Famous Footwear 2004 Annual Report Download - page 92

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 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
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