Indemnification of Directors and Officers
Section 1. Indemnification
The corporation shall indemnify each director, officer, and employee, each person who formerly served in such capacity, and each person who serves or may have served at the request of the corporation as a director, officer or employee of another organization in which the corporation has an interest against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any action, suit or proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, or employee of the corporation or his being or having served as such of another corporation at the request of the corporation, whether or not he is still serving in such capacity at the time of incurring such expenses or liabilities. The corporation shall not indemnify any director, officer, employee or such other person with respect to matters as to which such person shall be finally adjudged to be liable for gross negligence or willful malfeasance; provided, that in the event of a settlement of any action, suit or proceeding, indemnification shall be provided only in connection with such matters covered by the settlement if (i) the corporation is advised by written opinion of independent legal counsel that the director, officer, employee or such other person to be indemnified did not commit a breach of duty owed to the corporation and (ii) a majority of disinterested directors approves the settlement and indemnification as being in the best interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which any person indemnified pursuant to this section may be entitled under any agreement or pursuant to any vote of the Board of Directors or otherwise.

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