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These excerpts taken from the WMT 8-K filed Sep 25, 2006. Indemnification. (a) Subject
to Section 3 of this Article VI, the Corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or
threatened to be made a party to any threatened, pending, or completed action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative (a Indemnification.
(a) Subject to Section 3 of this Article VI, the Corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a
manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative (a These excerpts taken from the WMT 8-K filed Mar 8, 2005. INDEMNIFICATION Art. III, § 11(a) has been merged into new Art. VI, §§ 1(a) and 1(b), except that, consistent with revisions made to the DGCL in 2000, the Corporation may, but is not obligated, to indemnify persons other than directors or officers made or threatened to be made a party to any action or lawsuit to the full extent under applicable law and in a manner permitted by such law. The portion of former Art. III, § 11(a) dealing with the standard of conduct was moved to new Art. VI, § 6. Art. III, § 11(b) regarding actions and lawsuits brought in the right of the Corporation has been merged into Art. VI, §§ 1(a) and 1(b) except that the portion of former Art. III, § 11(b) that provided that no indemnification would be made to a person found to be liable in an action or lawsuit unless determined otherwise by the Delaware Court of Chancery was deleted as it is embodied in the DGCL. In addition, the portion of former Art. III, § 11(b) dealing with the standard of conduct was moved to new Art. VI, § 6. Art. III, § 11(c) dealing with indemnification for payment of expenses if the director or officer is successful in the defense of an action, lawsuit, or proceeding was moved to new Art. III, § 5. Art. III, § 11(d), which addresses the determination of the right to indemnification has been moved to new Art. VI, § 6 and amended to clarify that indemnification is proper only if the applicable standards of conduct are met. In addition, the section was amended, consistent with revisions to the DGCL, to add that a committee of directors appointed by the Board is authorized to determine whether officers and directors are entitled to indemnification. Art. III, § 11(e), which addresses the advancement of expenses has been moved to new Art. VI, § 2(a) and Art. VI, § 2(b). |
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Art. III, § 11(g) regarding insurance coverage has been moved to new Art. VI, § 8. Art. III, § 11(f) dealing with exclusivity of rights has been moved to new Art. VI, § 7. Art. III, § 11(h), which contained the definition of “Corporation,” was deleted. Art. III, § 11(i) setting forth the definition of “other enterprise” has been moved to new Art. VI, § 1(a) and renamed “another enterprise,” and the remaining definitions set forth in that section have been deleted. Art. III, § 11(j), which provides that indemnification shall inure to the benefit of former directors, officers, associates, and agents, has been merged into new Art. VI, §§ 1, 2, and new Art. VI, § 6. New Art. VI, § 3 clarifies that the Corporation is not required to indemnify any director or officer (or person serving at the request of the Corporation as a director or officer of another enterprise) who initiates a proceeding against the Corporation unless the action is authorized by the Board or the director or officer brings the action to enforce a right to indemnification or expenses. New Art. VI, § 4 provides that the rights to indemnification and advancement of expenses are contract rights so that the amendment, appeal, modification, or adoption of provisions inconsistent with the current language shall not affect the rights granted to any person with respect to acts or omissions that occurred prior to any amendment, appeal, modification, or adoption of provisions inconsistent with the current language. New Art. VI, § 5 adds indemnification claims procedures. New Art. VI, § 9 adds a severability provision. INDEMNIFICATION
Section 1. Indemnification. (a) Subject to Section 3 of this Article VI, the Corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending, or completed action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of Corporation as a director or officer of another corporation, partnership, joint venture, trust </R>
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