The Corporation shall indemnify any current or former Director,
officer, employee, or agent of the Corporation, or any person who
is or was serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, partnership, limited
liability company, or other enterprise, against any liability asserted
against him or her, including all reasonable expenses actually and
necessarily incurred by him or her in connection therewith in the
defense of any action, suit, or proceeding in which he or she is made
a party, or is threatened to be made a party, by reason of being,
or having been such a director, officer, employee, or agent, and the
reasonable costs of settlement of any such action, suit, or proceeding,
whether pending or threatened, if a majority of the Board of Directors
not seeking indemnification shall determine in good faith:
(a) That such person did not act, fail to act, or refuse to act willfully
or with gross negligence, or with fraudulent or criminal intent.
(b) That any legal fees paid or any settlements made are reasonable.
(c) That the person seeking indemnification did not act beyond the scope
of his or her employment or office.