SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ARCH CHEMICALS, INC.
ARTICLE I
NAME
1.1 Name. The name of the corporation is Arch Chemicals, Inc. (the “Corporation”).
ARTICLE II
PURPOSE
2.1 Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Virginia Stock Corporation Act and which is not required to be separately stated in its Articles of Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The number of shares of capital stock which the Corporation shall have authority to issue is 1,000 common shares with no par value (the “Common Shares”).
3.2 Preemptive Rights. No holder of outstanding shares shall have any preemptive right with respect to: (a) any shares of any class of the Corporation, whether now or hereafter authorized; (b) any warrants, rights or options to purchase any such shares; or (c) any obligations convertible into any such shares or into warrants, rights or options to purchase any such shares.
3.3 Voting and Distributions. The holders of the Common Shares shall have unlimited voting rights and are entitled to receive the net assets of the Corporation upon the liquidation, dissolution or winding up of the affairs of the Corporation.
ARTICLE IV
ACTION WITHOUT A MEETING
4.1 Any action required or permitted to be adopted or taken at any annual or special meeting of the shareholders of the Corporation may be adopted or taken without a meeting, and without prior notice, if a written consent is signed by holders of outstanding shares having not less than the minimum number of votes that would be required to adopt or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by shareholders holding a sufficient number of shares in accordance with the preceding sentence, and delivered to the Corporation for including in the minutes or filing in the corporate records.
ARTICLE V
INDEMNIFICATION
5.1 Every person who is or was a director, officer or employee of the Corporation, or who, at the request of the Corporation, serves or has served in any such capacity with another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise shall be indemnified by the Corporation against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action or proceeding (whether brought in the right of the Corporation or any such other corporation, entity, plan or otherwise), in which he may become involved, as a party or otherwise, by reason of his being or having been a director, officer or employee of the Corporation, or such other corporation, entity or plan while serving at the request of the Corporation, whether or not he continues to be such at the time such liability or expense is incurred, unless such person engaged in willful misconduct or a knowing violation of the criminal law.
5.2 As used in this Article V: (a) the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, a director, officer or employee; (b) the terms “director,” “officer” and employee,” unless the context otherwise requires, include the estate or personal representative of any such person; (c) a person is considered to be serving an employee benefit plan as a director, officer or employee of the plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or, in connection with the plan, to participants in or beneficiaries of the plan; (d) the term “occurrence” means any act or failure to act, actual or alleged, giving rise to a claim, action or proceeding; and (e) service as a trustee or as a member of a management or similar committee of a partnership, joint venture or limited liability company shall be considered service as a director, officer or employee of the trust, partnership, joint venture or limited liability company.
5.3 The termination of any claim, action or proceeding, civil or criminal, by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the standards of conduct set forth in Section 5.1. The burden of proof shall be on the Corporation to establish, by a preponderance of the evidence, that the relevant standards of conduct set forth in Section 5.1 have not been met.
5.4 Any indemnification under Section 5.1 shall be made unless (i) the Board of Directors, acting by a majority vote of those directors who were directors at the time of the occurrence giving rise to the claim, action or proceeding involved and who are not at the time parties to such claim, action or proceeding (provided there are at least five such directors), finds that the director, officer or employee has not met the relevant standards of conduct set forth in Section 5.1, or (ii) if there are not at least five such directors, the Corporation’s principal Virginia legal counsel, as last designated by the Board of Directors as such prior to the time of the occurrence giving rise to the claim, action or proceeding involved, or in the event for any reason such Virginia counsel is unwilling to so serve, then Virginia legal counsel mutually acceptable to the Corporation and the person seeking indemnification, deliver to the Corporation their written advice that, in their opinion, such standards have not been met.
5.5 Expenses incurred with respect to any claim, action or proceeding of the character described in Section 5.1 shall, except as otherwise set forth in this Section 5.5, be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Article V. No security shall be required for such undertaking and such undertaking shall be accepted without reference to the recipient’s final ability to make repayment. Notwithstanding the foregoing, the Corporation may refrain from, or suspend, payment of expenses in advance if at any time before delivery of the final finding described in Section 5.4, the Board of Directors or Virginia legal counsel, as the case may be, acting in accordance with the procedures set forth in Section 5.4, find by a preponderance of the evidence then available that the officer, director or employee has not met the relevant standards of conduct set forth in Section 5.1.
5.6 No amendment or repeal of this Article V shall adversely affect or deny to any director, officer or employee the rights of indemnification provided in this Article V with respect to any liability or expense arising out of a claim, action or proceeding based in whole or substantial part on an occurrence the inception of which takes place before or while this Article V, as set forth in these Second Amended and Restated Articles of Incorporation, is in effect. The provisions of this Section 5.6 shall apply to any such claim, action or proceeding whenever commenced, including any such claim, action or proceeding commenced after any amendment or repeal to this Article V.
5.7 The rights of indemnification provided in this Article V shall be in addition to any rights to which any such director, officer or employee may otherwise be entitled by contraction or as a matter of law.
5.8 In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article V, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.
