Famous Footwear 2004 Annual Report Download - page 93

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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 Chief Executive
Officer 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
Chief Executive Officer 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.
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