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This excerpt taken from the SMG 8-K filed Feb 2, 2005. 10.05
Indemnification. Each individual who
is or was a member of the Committee or of the Board will be
indemnified and held harmless by the Company against and from
any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by him or her in connection with or
resulting from any claim, action, suit or proceeding to which he
or she may be made a party or in which he or she may be involved
by reason of any action taken or failure to take action under
the Plan as a Committee member and against and from any and all
amounts paid, with the Company’s approval, by him or her in
settlement of any matter related to or arising from the Plan as
a Committee member or paid by him or her in satisfaction of any
judgment in any action, suit or proceeding relating to or
arising from the Plan against
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him or her as a Committee member, but only if he
or she gives the Company an opportunity, at its own expense, to
handle and defend the matter before he or she undertakes to
handle and defend it in his or her own behalf. The right of
indemnification described in this section is not exclusive and
is independent of any other rights of indemnification to which
the individual may be entitled under the Company’s
organizational documents, by contract, as a matter of law or
otherwise. The foregoing right of indemnification is not
exclusive and is independent of any other rights of
indemnification to which the person may be entitled under the
Company’s organizational documents, by contract, as a
matter of law or otherwise.
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