EXHIBIT 99.4
STATUTES RELATING TO INDEMNIFICATION
Subchapter D of Chapter 17 of the Pennsylvania
Business Corporation Law of 1988,
(15 Pa. C.S. Sections 1741-1750), as amended
Subchapter D. - Indemnification
Section 1741. Third party actions.
Unless otherwise restricted in its bylaws, a business
corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a
representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action or proceeding by judgment, order,
settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person
did not act in good faith and in a manner that he reasonably believed
to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 1742. Derivative actions.
Unless otherwise restricted in its bylaws, a business
corporation shall have power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened,
pending or completed action by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of the action if he acted
in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation. Indemnification
shall not be made under this section in respect of any claim, issue
or matter as to which the person has been adjudged to be liable to
the corporation unless and only to the extent that the court of
common pleas of the judicial district embracing the county in which
the registered office of the corporation is located or the court in
which the action was brought determines upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses that the court of common pleas
or other court deems proper.
Section 1743. Mandatory indemnification.
To the extent that a representative of a business corporation
has been successful on the merits or otherwise in defense of any
action or proceeding referred to in section 1741 (relating to
third-party actions) or 1742 (relating to derivative and corporate
actions) or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorney fees)
actually and reasonably incurred by him in connection therewith.
Section 1744. Procedure for effecting indemnification.
Unless ordered by a court, any indemnification under section
1741 (relating to third-party actions) or 1742 (relating to
derivative and corporate actions) shall be made by the business
corporation only as authorized in the specific case upon a
determination that indemnification of the representative is proper in
the circumstances because he has met the applicable standard of
conduct set forth in those sections. The determination shall be
made:
(1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action
or proceedings;
(2) if such a quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion;
or
(3) by the shareholders.
Section 1745. Advancing expenses.
Expenses (including attorneys' fees) incurred in defending any
action or proceeding referred to in this subchapter may be paid by a
business corporation in advance of the final disposition of the
action or proceeding upon receipt of an undertaking by or on behalf
of the representative to repay the amount if it is ultimately
determined that he is not entitled to
be indemnified by the corporation as authorized in this subchapter or
otherwise.
Section 1746. Supplementary coverage.
(a) General rule - The indemnification and advancement of
expenses provided by, or granted pursuant to, the other section of
this subchapter shall not be deemed exclusive of any other rights
which a person seeking indemnification or advancement of expenses may
be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
that office. Section 1728 (relating to interested directors or
officers; quorum) and, in the case of a registered corporation,
section 2538 relating to approval of transactions with interested
shareholders) shall
be applicable to any bylaw, contract or transaction authorized by the
directors under this section. A corporation may create a fund of any
nature, which may, but need not be, under the control of a trustee,
or to otherwise secure or insure in any manner its indemnification
obligations, whether arising under or pursuant to this section or
otherwise.
(b) When indemnification is not to be made - Indemnification
pursuant to subsection (a) shall not be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness. The articles may not provide for indemnification in
the case of willful misconduct or recklessness.
(c) Grounds - Indemnification pursuant to subsection (a) under
any bylaw, agreement, vote of shareholders or directors or otherwise
may be granted for any action taken and may be made whether or not
the corporation would have the power to indemnify the person under
any other provision of law except as provided in this section and
whether or not the indemnified liability arises or arose from any
threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent with
the public policy of this
Commonwealth.
Section 1747. Power to purchase insurance.
Unless otherwise restricted in its bylaws, a business
corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a representative of the
corporation or is or was serving at the request of the corporation as
a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against that liability under the provisions of this subchapter. Such
insurance is declared to be consistent with the public policy of this
Commonwealth.
Section 1748. Application to surviving or new corporations.
For the purposes of this subchapter, references to the
"corporation" include all constituent corporations absorbed in a
consolidation, merger or division, as well as the surviving or new
corporations surviving or resulting therefrom, so that any person who
is or was a representative of the constituent, surviving or new
corporation, or is or was serving at the request of the constituent,
surviving or new corporation as a representative of another domestic
or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this subchapter with respect to the
surviving or new corporation as he would if he had served the
surviving or new corporation in the same capacity.
Section 1749. Application to employee benefit plans.
For the purposes of this subchapter:
(1) References to "other enterprises" shall include
employee benefit plans and references to "serving at the
request of the corporation" shall include any service as a
representative of the business corporation that imposes
duties on, or involves services by, the representative with
respect to an employee benefit plan, its participants or
beneficiaries.
(2) Excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be
deemed "fines".
(3) Action with respect to an employee benefit plan taken
or omitted in good faith by a representative of the
corporation in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of the plan
shall be deemed to be action in a manner that is not
opposed to the best interests of the corporation.
Section 1750. Duration and extent of coverage.
The indemnification and advancement of expenses provided by, or
granted pursuant to, this subchapter shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased
to be a representative of the corporation and shall inure to the
benefit of the heirs and personal representative of that person.