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Exhibit 99.1
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SECTION 561. INDEMNIFICATION FOR EXPENSES, JUDGMENTS, FINES AND
SETTLEMENTS; PLEA OF NOLO CONTENDERE, EFFECT. 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, suit, or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal,
other than an action by or in the right of the corporation, by reasons of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if the person 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 or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
does 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 or its shareholders, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his or her conduct was unlawful.
SECTION 562. INDEMNIFICATION FOR EXPENSE INCURRED FOR DEFENSE OR SETTLEMENT
OF LITIGATION; NEGLIGENCE OR MISCONDUCT; EXTENT OF INDEMNIFICATION. A
corporation has the power to indemnify a person who was or is a party or is
threatened to be made a party to a threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
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reason of the fact that he or she is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action or suit, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders. Indemnification shall not be
made for a claim, issue, or matter in which the person has been found liable to
the corporation except to the extent authorized in section 564c.
SECTION 563. SUCCESS IN DEFENSE OF LITIGATION. To the extent that a
director, officer, employee, or agent of a corporation has been successful on
the merits or otherwise in defense of an action, suit, or proceeding referred to
in section 561 or 562, or in defense of a claim, issue, or matter in the action,
suit, or proceeding, he or she shall be indemnified against actual and
reasonable expenses, including attorneys' fees, incurred by him or her in
connection with the action, suit, or proceeding and an action, suit, or
proceeding brought to enforce the mandatory indemnification provided in this
subsection.
SECTION 564a. DETERMINING PERMISSIBILITY OF INDEMNIFICATION AND
REASONABLENESS OF EXPENSES. (1) An indemnification under section 561 or 562,
unless ordered by the court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in sections 561 and 562 and
upon an evaluation of the reasonableness of expenses and amounts paid in
settlement. This determination and evaluation shall be made in any of the
following ways:
(a) By a majority vote of a quorum of the board consisting of
directors who are not parties or threatened to be made parties to the
action, suit, or proceeding.
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(b) If a quorum cannot be obtained under subdivision (a), by majority
vote of a committee duly designated by the board and consisting solely of 2
or more directors not at the time parties or threatened to be made parties
to the action, suit, or proceeding.
(c) By independent legal counsel in a written opinion, which counsel
shall be selected in 1 of the following ways:
(i) By the board or its committee in the manner prescribed in
subdivision (a) or (b).
(ii) If a quorum of the board cannot be obtained under
subdivision (a) and a committee cannot be designated under subdivision
(b), by the board.
(d) By all independent directors who are not parties or threatened to
be made parties to the action, suit, or proceeding.
(e) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made parties to
the action, suit, or proceeding may not be voted.
(2) In the designation of a committee under subsection (1)(b) or in the
selection of independent legal counsel under subsection (1)(c)(ii), all
directors may participate.
(3) If a person is entitled to indemnification under section 561 or 562 for
a portion of expenses, including reasonable attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the total amount,
the corporation may indemnify the person for the portion of the expenses,
judgments, penalties, fines, or amounts paid in settlement for which the person
is entitled to be indemnified.
SECTION 564b. ADVANCEMENT OF REASONABLE EXPENSES PRIOR TO FINAL
DISPOSITION; CONDITIONS. (1) A corporation may pay or reimburse the reasonable
expenses incurred by a director, officer, employee, or agent who is a party or
threatened to be made a party to an action, suit, or proceeding in advance of
final disposition of the proceeding if all of the following apply:
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(a) The person furnishes the corporation a written affirmation of his
or her good faith belief that he or she has met the applicable standard of
conduct set forth in sections 561 and 562.
(b) The person furnishes the corporation a written undertaking,
executed personally or on his or her behalf, to repay the advance if it is
ultimately determined that he or she did not meet the standard of conduct
(c) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this act.
(2) The undertaking required by subsection (1)(b) must be an unlimited
general obligation of the person but need not be secured.
(3) Determinations and evaluations under this section shall be made in the
manner specified in section 564a.
SECTION 564c. APPLICATION TO COURT FOR INDEMNIFICATION. A director,
officer, employee, or agent of the corporation who is a party or threatened to
be made a party to an action, suit, or proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court after giving any notice it
considers necessary may order indemnification if it determines that the person
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he or she met the applicable standard of conduct
set forth in sections 561 and 562 or was adjudged liable as described in section
562, but if he or she was adjudged liable, his or her indemnification is limited
to reasonable expenses incurred.
SECTION 565. NONEXCLUSIVTY OF STATUTE; RIGHTS OF OTHER PERSONS;
CONTINUATION OF RIGHTS. (1) The indemnification or advancement of expenses
provided under section 561 to 564c is not exclusive of other rights to which a
person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation, bylaws, or a contractual agreement. The
total amount of expenses advanced or indemnified from all
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sources combined shall not exceed the amount of actual expenses incurred by the
person seeking indemnification or advancement of expenses.
(2) The indemnification provided for in sections 561 to 565 continues
as to a person who ceases to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, personal representatives, and
administrators of the person.
SECTION 567. INSURANCE AGAINST LIABILITY. A corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, partner,
trustee, 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 status as such, whether or not the corporation would
have power to indemnify him or her against liability under sections 561 to 565.
SECTION 569. CORPORATION; CONSTRUCTION OF REFERENCES TO. For purposes
of section 561 to 567, "corporation" include all constituent corporations
absorbed in a consolidation or merger and the resulting or surviving
corporation, so that a person who is or was a director, officer, partner,
trustee, employee, or agent of such constituent corporation or is or was
serving at the request of the constituent corporation as a director, officer,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise whether for profit or not shall stand
in the same position under the provisions of this section with respect to the
resulting or surviving corporation as the person would if he or she had served
the resulting or surviving corporation in the same capacity.
SECTION 571. DEFINITIONS. For the purposes of sections 561 to 567:
(a) "Fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan.
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(b) "Other enterprises" shall include employee benefit plans.
(c) "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 services by, the director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or its
beneficiaries.
(d) 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 considered to have acted in a manner "not opposed
to the best interests of the corporation or its shareholders" as referred to in
sections 561 and 562.
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