Exhibit 99
ss. 204. Articles of incorporation; optional provisions
The articles of incorporation may set forth:
(a) Any or all of the following provisions, which shall not be effective unless
expressly provided in the articles:
(1) Granting, with or without limitations,
the power to levy assessments upon the shares or any class of shares.
(2)Granting to shareholders preemptive rights to subscribe to any or all issues
of shares or securities.
(3) Special qualifications of persons who may be shareholders.
(4) A provision limiting the duration of the corporation's existence to a
specified date.
(5) A provision requiring, for any or all corporate actions (except as provided
in Section 303, subdivision (b) of Section 402.5, subdivision (c) of Section 708
and Section 1900) the vote of a larger proportion or of all of the shares of any
class or series, or the vote or quorum for taking action of a larger proportion
or of all of the directors, than is otherwise required by this division.
(6) A provision limiting or restricting the business in which the
corporation may engage or the powers which the corporation may exercise or both.
(7) A provision conferring upon the holders of any evidences of indebtedness,
issued or to be issued by the corporation, the right to vote in the election of
directors and on any other matters on which shareholders may vote.
(8) A provision conferring
upon shareholders the right to determine the consideration for which shares
shall be issued.
(9) A provision requiring the approval of the shareholders
(Section 153) or the approval of the outstanding shares (Section 152) for any
corporate action, even though not otherwise required by this division.
(10)Provisions eliminating or limiting the personal liability of a director for
monetary damages in an action brought by or in the right of the corporation for
breach of a director's duties to the corporation and its shareholders, as set
forth in Section 309, provided, however, that (A) such a provision may not
eliminate or limit the liability of directors (i) for acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
for acts or omissions that a director believes to be contrary to the best
interests of the corporation or its shareholders or that involve the absence of
good faith on the part of the director, (iii) for any transaction from which a
director derived an improper personal benefit, (iv) for acts or omissions that
show a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, (vi)
under Section 310, or (vii) under Section 316, (B) no such provision shall
eliminate or limit the liability of a director for any act or omission occurring
prior to the date when the provision becomes effective, and (C) no such
provision shall eliminate or limit the liability of an officer for any act or
omission as an officer, notwithstanding that the officer is also a director or
that his or her actions, if negligent or improper, have been ratified by the
directors.
(11) A provision authorizing, whether by bylaw, agreement, or
otherwise, the indemnification of agents (as defined in Section 317) in excess
of that expressly permitted by Section 317 for those agents of the corporation
for breach of duty to the corporation and its stockholders, provided, however,
that the provision may not provide for indemnification of any agent for any acts
or omissions or transactions from which a director may not be relieved of
liability as set forth in the exception to paragraph (10) or as to circumstances
in which indemnity is expressly prohibited by Section 317. Notwithstanding this
subdivision, in the case of a close corporation any of the provisions referred
to above may be validly included in a shareholders' agreement. Notwithstanding
this subdivision, bylaws may require for all or any actions by the board the
affirmative vote of a majority of the authorized number of directors. Nothing
contained in this subdivision shall affect the enforceability, as between the
parties thereto, of any lawful agreement not otherwise contrary to public
policy.
(b) Reasonable restrictions upon the right to transfer or hypothecate
shares of any class or classes or series, but no restriction shall be binding
with respect to shares issued prior to the adoption of the restriction unless
the holders of such shares voted in favor of the restriction.
(c) The names and addresses of the persons appointed to act as initial
directors.
(d) Any other provision, not in conflict with law, for the management of the
business and for the conduct of the affairs of the corporation, including any
provision which is required or permitted by this division to be stated in the
bylaws. (Added by Stats.1975, c. 682, ss. 7, eff. Jan. 1, 1977. Amended by
Stats.1976, c. 641, ss. 6.2, eff. Jan. 1, 1977; Stats.1977, c. 235, p. 1043, ss.
1.5; Stats.1983, c. 1223, ss. 2; Stats.1987, c. 1201, ss. 5; Stats.1987, c.
1203, ss. 1, eff. Sept. 27, 1987.)
ss. 317. Indemnification of agent of corporation in proceedings or actions
(a) For the purposes of this section, "agent" means any person who is or was a
director, officer, employee or other agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of the predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification under subdivision (d) or paragraph (4)
of subdivision (e).
(b) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any proceeding
(other than an action by or in the right of the corporation to procure a
judgment in its favor) by reason of the fact that the person is or was an agent
of the corporation, against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with the proceeding if
that person acted in good faith and in a manner the person reasonably believed
to be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of the person was
unlawful. The termination of any proceeding by judgment, order, settlement,
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 which the person reasonably believed to be in the best interests of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.
(c) A 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 the person is or was an agent
of the corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of the action if the person
acted in good faith, in a manner the person believed to be in the best interests
of the corporation and its shareholders. No indemnification shall be made under
this subdivision for any of the following: (1) In respect of any claim, issue or
matter as to which the person shall have been adjudged to be liable to the
corporation in the performance of that person's duty to the corporation and its
shareholders, unless and only to the extent that the court in which the
proceeding is or was pending shall determine upon application that, in view of
all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for expenses and then only to the extent that the court shall
determine. (2) Of amounts paid in settling or otherwise disposing of a pending
action without court approval. (3) Of expenses incurred in defending a pending
action which is settled or otherwise disposed of without court approval.
(d) To the extent that an agent of a corporation has been successful on the
merits in defense of any proceeding referred to in subdivision (b) or (c) or in
defense of any claim, issue, or matter therein, the agent shall be indemnified
against expenses actually and reasonably incurred by the agent in connection
therewith.
(e) Except as provided in subdivision (d), any indemnification under this
section shall be made by the corporation only if authorized in the specific
case, upon a determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of conduct set
forth in subdivision (b) or (c), by any of the following: (1) A majority vote of
a quorum consisting of directors who are not parties to such proceeding. (2) If
such a quorum of directors is not obtainable, by independent legal counsel in a
written opinion. (3) Approval of the shareholders (Section 153), with the shares
owned by the person to be indemnified not being entitled to vote thereon. (4)
The court in which the proceeding is or was pending upon application made by the
corporation or the agent or the attorney or other person rendering services in
connection with the defense, whether or not the application by the agent,
attorney or other person is opposed by the corporation.
(f) Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the agent to repay that amount if it shall be
determined ultimately that the agent is not entitled to be indemnified as
authorized in this section. The provisions of subdivision (a) of Section 315 do
not apply to advances made pursuant to this subdivision.
(g) The indemnification authorized by this section
shall not be deemed exclusive of any additional rights to indemnification for
breach of duty to the corporation and its shareholders while acting in the
capacity of a director or officer of the corporation to the extent the
additional rights to indemnification are authorized in an article provision
adopted pursuant to paragraph (11) of subdivision (a) of Section 204. The
indemnification provided by this section for acts, omissions, or transactions
while acting in the capacity of, or while serving as, a director or officer of
the corporation but not involving breach of duty to the corporation and its
shareholders shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, to the extent the
additional rights to indemnification are authorized in the articles of the
corporation. An article provision authorizing indemnification "in excess of that
otherwise permitted by Section 317" or "to the fullest extent permissible under
California law" or the substantial equivalent thereof shall be construed to be
both a provision for additional indemnification for breach of duty to the
corporation and its shareholders as referred to in, and with the limitations
required by, paragraph (11) of subdivision (a) of Section 204 and a provision
for additional indemnification as referred to in the second sentence of this
subdivision. The rights to indemnity hereunder shall continue as to a person who
has ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of the person. Nothing
contained in this section shall affect any right to indemnification to which
persons other than the directors and officers may be entitled by contract or
otherwise.
(h) No indemnification or advance shall be made under this section,
except as provided in subdivision (d) or paragraph (4) of subdivision (e), in
any circumstance where it appears: (1) That it would be inconsistent with a
provision of the articles, bylaws, a resolution of the shareholders, or an
agreement in effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other amounts
were paid, which prohibits or otherwise limits indemnification. (2) That it
would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
(i) A corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in that capacity or arising
out of the agent's status as such whether or not the corporation would have the
power to indemnify the agent against that liability under this section. The fact
that a corporation owns all or a portion of the shares of the company issuing a
policy of insurance shall not render this subdivision inapplicable if either of
the following conditions are satisfied: (1) if the articles authorize
indemnification in excess of that authorized in this section and the insurance
provided by this subdivision is limited as indemnification is required to be
limited by paragraph (11) of subdivision (a) of Section 204; or (2)(A) the
company issuing the insurance policy is organized, licensed, and operated in a
manner that complies with the insurance laws and regulations applicable to its
jurisdiction of organization, (B) the company issuing the policy provides
procedures for processing claims that do not permit that company to be subject
to the direct control of the corporation that purchased that policy, and (C) the
policy issued provides for some manner of risk sharing between the issuer and
purchaser of the policy, on one hand, and some unaffiliated person or persons,
on the other, such as by providing for more than one unaffiliated owner of the
company issuing the policy or by providing that a portion of the coverage
furnished will be obtained from some unaffiliated insurer or reinsurer.
(j) This section does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit plan in that
person's capacity as such, even though the person may also be an agent as
defined in subdivision (a) of the employer corporation. A corporation shall have
power to indemnify such a trustee, investment manager, or other fiduciary to the
extent permitted by subdivision (f) of Section 207. (Added by Stats.1975, c.
682, ss. 7, eff. Jan. 1, 1977. Amended by Stats.1976, c. 641, ss. 11, eff. Jan.
1, 1977; Stats.1977, c. 235, p. 1049, ss. 4.5; Stats.1987, c. 1201, ss. 8;
Stats.1987, c. 1203, ss. 3, eff. Sept. 27, 1987; Stats.1988, c. 919, ss. 3.)
(Amended by Stats.1995, c. 154 (A.B.640), ss. 4.)