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In accordance with Section
78.037(1) of the NCL, Article VIII of the Registrant’s Certificate of
Incorporation, as amended, eliminates the personal liability of the
Registrant’s directors to the Registrant or its shareholders for monetary
damages for breach of their fiduciary duties as directors, with certain limited
exceptions set forth in said Article VIII and Section 78.037(1).
Article VII of the
Registrant’s Bylaws provides for indemnification of directors, officers and
others as follows:
“On the terms, to the
extent, and subject to the condition prescribed by statute and by such rules
and regulations, not inconsistent with statute, as the Board of Directors may
in its discretion impose in general or particular cases or classes of cases,
(a) the Corporation shall indemnify any person made, or threatened to be made,
a party to an action or proceeding, civil or criminal, including an action by
or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise which any director or officer of the Corporation served in any
capacity at the request of the Corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees
of any such action or proceeding, or any appeal therein, and (b) the
Corporation may pay, in advance of final disposition of any such action or
proceeding, expenses incurred by such person in defending such action or
proceeding.
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