EXHIBIT F
ARTICLE VII
AMENDED AND RESTATED BYLAWS
OF
DART GROUP CORPORATION
ARTICLE VII.
INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION.
a. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened pending or completed
action, suit 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 or she or a person of whom he or she is the legal
representative is or was a director or officer of the Corporation, or by reason
of any action alleged to have been taken or omitted in such capacity, against
costs, charges, expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her or on
his or her behalf in connection with such action, suit or proceeding and any
appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Corporation may, by
action of the Board of Directors, provide indemnification to employees and
agents (other than a director or officer) of the Corporation, to directors,
officers, employees or agents of any
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subsidiary of the Corporation, and to each person serving at the request of the
Corporation or any of its subsidiaries as a director, officer, partner, member,
employee, or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, with the same scope and
effect as the foregoing indemnification of directors and officers of the
Corporation. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a please of nolo contendere or its
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equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in,
or not opposed to, the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
b. The Corporation shall 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 suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he or she or a person of whom he or she is
the legal representative is or was a director or officer of the Corporation, or
by reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees) actually and
reasonably incurred by him or her or on his or her behalf in connection with the
defense or settlement of such action or suit and any appeal therefrom, if he or
she acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
misconduct in the performance of his or her duty to the Corporation unless and
only to the extent that the Court of Chancery of the State of Delaware or the
court
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in which such action or suit was brought shall determine upon application that,
despite the adjudication of such liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such costs, charges and expenses which the Court of Chancery or such other
court shall deem proper. The Corporation may, by action of the Board of
Directors, provide indemnification to employees and agents (other than a
director or officer) of the Corporation, to directors, officers, employees or
agents of any subsidiary of the Corporation, and to each person serving at the
request of the Corporation or any of its subsidiaries as a director, officer,
partner, member, employee, or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, with the same scope
and effect as the foregoing indemnification of directors and officers of the
Corporation.
c. Notwithstanding the other provisions of Section 1 of Article VII
of these Bylaws, to the extent that any person entitled to indemnification
pursuant to the terms of Section 1(a) or (b) of Article VII of these Bylaws has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in Section 1(a) and (b) of Article VII of these Bylaws,
or in defense of any claim, issue or matter therein, he or she shall be
indemnified against all costs, charges and expenses (including attorneys' fees)
actually and reasonably incurred by him or her or on his or her behalf in
connection therewith.
d. Any indemnification of a director or officer of the Corporation or
a legal representative thereof under Section 1(a) and (b) of Article VII of
these Bylaws (unless ordered by a court) shall be paid by the Corporation unless
a determination is made (1) by the Board of Directors by a majority vote of a
quorum consisting of directors who
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were not parties to such action, suit or proceeding; or (2) if such a quorum is
not obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or (3) by the
stockholders, that indemnification of the director, officer, employee or agent
is not proper in the circumstances because he or she has not met the applicable
standards of conduct set forth in Section 1(a) and (b) of Article VII of these
Bylaws.
e. Costs, charges, and expenses (including attorneys' fees) incurred
by a director or officer of the Corporation or a legal representative thereof in
defending a civil or criminal action, suit or proceeding (including
investigations by any government agency and all costs, charges and expenses
incurred in preparing for any threatened action, suit or proceeding) shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such person to
repay all amounts so advanced if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation pursuant to this
Article VII. No security shall be required for such undertaking and such
undertaking shall be accepted without reference to the recipient's financial
ability to make repayment. Such expenses incurred by other employees, agents
and other persons entitled to indemnification pursuant to Section 1(a) of (b) of
Article VII of these Bylaws may be so paid upon such terms and conditions, if
any, as the Board deems appropriate. The Board of Directors may, in the manner
set forth above, and subject to the approval of such director, officer, legal
representative, employee, agent or other person, authorize the Corporation's
counsel to represent such person, in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.
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f. Any indemnification under Section 1(a), (b) or (c) of Article VII
or advance of costs, charges and expenses under Section 1(e) of Article VII of
these Bylaws shall be made promptly, and in any event within sixty (60) days,
upon the written request of the person entitled to such indemnification or
advance directed to the Secretary of the Corporation. The right to
indemnification or advances as granted by this Article VII shall be enforceable
by the director, officer, employee or agent in any court of competent
jurisdiction if the Corporation denies such request in whole or in part, or if
no disposition thereof is made within sixty (60) days. Such person's costs and
expenses incurred in connection with successfully establishing his right to
indemnification or advances, in whole or in part, in any such action shall also
be indemnified by the Corporation. It shall be a defense to any such action
(other than an action brought to enforce a claim for the advance of costs,
charges and expenses under Section 1(e) of Article VII of these Bylaws where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in Section 1(a) or (b) of
Article VII of these Bylaws, but the burden of proving that such standard of
conduct has not been met shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors, its independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in Section 1(a) and (b) of Article VII of these Bylaws, nor the fact
that there has been an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel, or its stockholders) that the
claimant has not met such applicable standards of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.
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g. The indemnification and advancement of expenses provided by, or
granted pursuant to, other Sections of this Article VII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of costs, charges and expenses may be entitled under any law (common
or statutory), bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office or while employed by or acting as
agent for the Corporation, and shall continue as to a person who has ceased to
be a director, officer, legal representative, employee or agent and shall inure
to the benefit of the estate, heirs, executors and administrators of such
person. All rights to indemnification under Article VII of these Bylaws shall
be deemed to be a contract between the Corporation and each director, officer of
the Corporation, or legal representative thereof, who serves or served in such
capacity at any time while Article VII of these Bylaws is in effect. No
amendment or repeal of this Article VII of these Bylaws or any relevant
provisions of the Delaware General Corporation Law or any other applicable laws
shall adversely affect or deny to any director, officer, legal representative,
employee or agent any rights to indemnification which such person may have, or
change or release any obligations of the Corporation, under Article VII of these
Bylaws with respect to any costs, charges, expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement which arise out of an action,
suit or proceeding based in whole or substantial part on any act or failure to
act, actual or alleged, which takes place before or while Section 1 of Article
VII of these Bylaws is in effect. The provisions of this sub-section (g) shall
apply to any such action, suit or proceeding whenever commenced, including any
such action, suit or proceeding commenced after any amendment or repeal of
Article VII of these Bylaws.
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h. For purposes of this Article VII, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, its officers, legal
representatives thereof, its employees or its agents so that any person who is
or was a director, officer, employee or agent of such constituent corporation or
a legal representative of such a director or officer, or is or was serving at
the request of such constituent corporation as a director, officer, partner,
member, employee or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article VII with respect to the resulting
or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.
i. For purposes of this Article VII, references to "other
enterprises" shall include employee benefit plans including but not limited to
any employee benefit plan of the Corporation; references to "fines" shall
include any penalties and any excise or similar taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves service by,
such director, officer, employee or agent with respect to any employee benefit
plan, its participants, or beneficiaries including acting as a fiduciary
thereof; a person who acted in good faith and in a manner he or she reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Corporation" as referred to in this Article
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VII; and service as a partner, trustee or member of management or similar
committee of a partnership or joint venture, or as a director, officer, employee
or agent of a corporation which is a partner, trustee or joint venturer, shall
be considered service as a director, officer, employee or agent of the
partnership, joint venture, trust or other enterprise.
SECTION 2. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by him or her or
on his or her behalf in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of Section 145 of the Delaware
General Corporation Law and these Bylaws, provided that such insurance is
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available on acceptable terms as determined by a vote of a majority of the
entire Board of Directors.
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