EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
COMPUTER SCIENCES CORPORATION
I, Hayward D. Fisk, Vice President, General Counsel and Secretary of
Computer Sciences Corporation, do hereby certify that (a) and Board of
Directors of the corporation at a meeting duly convened and held on the 5th day
of May, 2003, adopted a resolution to restate the Restated Articles of
Incorporation of the corporation pursuant to Section 78.403(2) of the Nevada
Revised Statutes, (b) such resolution authorized me to execute this certificate
and (c) set forth below is the correct text of the Restated Articles of
Incorporation of the corporation, as amended to the date of this certificate:
FIRST. The name of the corporation is Computer Sciences Corporation.
SECOND. Its principal office in the State of Nevada is located at 6100
Neil Road, Suite 500, Reno, Nevada 89511. The name and address of its resident
agent is The Corporation Trust Company, 6100 Neil Road, Suite 500, Reno, Nevada
89501.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To engage in the business of selling computer machine time, computer
programming services, mathematical and other related problem analysis, training
in the use and application of computers, operation of computer centers and
consulting service on matters relating to computer technology, associated
analysis and related matters.
To engage in any other technical business whatsoever, and in connection
therewith to manufacture, assemble, lease and sell technical equipment, supplies
and other personal property.
To acquire, use, mortgage or otherwise encumber, sell or otherwise dispose
of real and personal property of every kind and character, or any right or
interest therein.
To acquire, use, deal in and with, to accept and grant licenses in respect
to, pledge or otherwise encumber, sell or otherwise dispose of, trade names,
trade marks, inventions, formulae, improvements and processes, of any nature
whatsoever, copyrights, patent rights and letters patent, or any interest
therein, of the United States and all foreign countries.
To acquire the whole or any part of, or any interest in, the good will and
assets, and to undertake to assume the obligations or liabilities of, any
person, firm, association or corporation engaged in a business or enterprise in
which this corporation may lawfully engage.
To purchase or otherwise acquire, pledge or otherwise encumber, sell or
otherwise dispose of, shares of the capital stock of, or any bonds, securities
or evidences of indebtedness created by, any other corporation or association
organized under the laws of this State or any other state, country, nation or
government, and while the owner thereof to exercise all the rights, powers and
privileges of ownership.
To promote or to aid in any manner, financially or otherwise, any person,
corporation or association; and for this purpose to guarantee or become a surety
upon the contracts, dividends, stocks, bonds, notes or other obligations of such
person, corporation, or association; and to do any other act or thing designed
to protect, preserve, improve or enhance the value of the stocks, bonds or other
obligations or securities of such person, corporation or association.
To become a member of any partnership or joint venture and to enter into
any lawful arrangements for sharing profits and/or losses, union of interests,
reciprocal concessions or cooperation with any corporation, association,
partnership, syndicate, person, governmental, municipal or public authority,
domestic or foreign, in the carrying on of any business which this corporation
is authorized to carry on, or any business or transaction deemed necessary,
convenient or incidental to carrying out any of the purposes of this
corporation.
To borrow money and contract debts without limit for any of the purposes
of this corporation, and to issue bonds, debentures, notes or other obligations
therefor, and to secure the same by pledge or mortgage of the whole or any part
of the property of this corporation, whether real or personal, or to issue
bonds, debentures, notes or other obligations without any such security.
To purchase, hold, sell and transfer, shares of its own capital stock;
provided it shall not use its funds for the purchase of its own shares of
capital stock when such use would cause any impairment of its capital, except as
permitted by law; and provided, further, that shares of its own capital stock
belonging to it shall not be voted upon directly or indirectly.
To do any and all things necessary or convenient for the accomplishment of
the foregoing purposes; to carry on any lawful business whatsoever which the
corporation may deem proper or
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convenient in connection with any of the foregoing purposes or otherwise, or
which may be calculated, directly or indirectly to promote the interests of the
corporation or to enhance the value of its property; to have, enjoy and
exercise, all the rights, powers and privileges, which are now or which may
hereafter be conferred upon corporations organized under the same statutes as
this corporation; to conduct its business anywhere in the world.
FOURTH. The total number of shares of capital stock which may be issued by
the corporation is seven hundred fifty-one million (751,000,000), of which seven
hundred fifty million (750,000,000) shares shall be Common Stock of the par
value of one dollar ($1.00) per share (hereinafter referred to as the "Common
Stock") and one million (1,000,000) shares shall be Preferred Stock of the par
value of one dollar ($1.00) per share (hereinafter referred to as the "Preferred
Stock").
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the shares of each class of stock
and the manner in which shares of stock are to be voted for the election of
directors are as follows:
PREFERRED STOCK
The Preferred Stock shall be all of one class but may be issued from time
to time in one or more series, each of such series to have such full or limited
voting powers, if any, and such designations, preferences and relative,
participating, optional or other special rights or qualifications, limitations
or restrictions thereof as shall be stated and expressed in a resolution or
resolutions providing for the issue of such series as may be adopted by the
board of directors as hereinafter provided. Each share of Preferred Stock shall
rank on a parity with each other share of Preferred Stock, regardless of series,
with respect to the payment of dividends at the respectively designated rates
and with respect to the distribution of capital assets according to the amounts
to which the shares of the respective series are entitled.
Authority is hereby expressly granted to and vested in the board of
directors, subject to the provisions of this Article FOURTH, to authorize one or
more series of Preferred Stock and, with respect to each series, to fix by
resolution or resolutions providing for the issue of such series:
(a) the number of shares to constitute such series and the distinctive
designation thereof;
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(b) the dividend rate on the shares of such series, dividend payment
dates, whether such dividends shall be cumulative, and, if cumulative, the
date or dates from which dividends shall accumulate;
(c) whether or not the shares of such series shall be redeemable, and, if
redeemable, the redemption prices which the holders of the shares of such
series shall be entitled to receive upon the redemption thereof;
(d) whether or not the shares of such series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement and, if such retirement or
sinking fund or funds be established, the annual amount thereof and the
terms and provisions relative to the operation thereof;
(e) whether or not the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other
series of the same class of stock of the corporation and the conversion
price or prices or ratio or ratios or the rate or rates at which such
exchange may be made, with such adjustments relating to changes in the
outstanding shares of such other class or classes or series of the same
class of stock into which it is convertible or exchangeable for or
otherwise, if any, as shall be stated and expressed or provided in such
resolution or resolutions;
(f) the preferences, if any, and the amounts thereof, which the shares of
such series shall be entitled to receive upon the voluntary and
involuntary dissolution of, or upon any distribution of the assets of, the
corporation;
(g) the voting power, if any, of the shares of such series, which voting
power may include, at the option of the board of directors, provisions for
increasing the number of directors by two or more and for the election of
that number of members of the board of directors by the holders of shares
of such series in the event that dividends payable on such series shall be
in default in an amount equivalent to six full quarter-yearly dividends on
all shares of such series at the time outstanding; and
(h) such other special rights and protective provisions as the board of
directors may deem advisable.
Notwithstanding the fixing of the number of shares constituting a
particular series upon the issuance thereof, the board of directors may at any
time thereafter authorize the issuance of additional shares of the same series.
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Holders of Preferred Stock shall be entitled to receive, when and as
declared by the board of directors, out of funds legally available for the
payment of dividends, dividends at the annual rates fixed by the board of
directors for the respective series and no more, payable on such dates as the
board of directors shall fix for the respective series as provided in this
Article FOURTH (hereinafter referred to as "dividend dates"), in preference to
dividends on any other class of stock of the corporation (except with respect to
any other class of stock ranking prior to or on a parity with the Preferred
Stock with respect to dividends), so that no cash payments or distributions
shall be made to holders of the Common Stock of the corporation or any other
class of stock ranking junior to the Preferred Stock with respect to dividends
unless all accrued dividends for past and current dividend periods on all series
of Preferred Stock entitled to cumulative dividends shall have been declared and
set apart for payment and dividends for the current dividend period on all other
series of Preferred Stock shall have been declared and set apart for payment. No
dividend in respect of any current dividend period shall be declared and set
apart for payment on any series of Preferred Stock unless there shall be or have
been declared and set apart for payment on all outstanding shares of Preferred
Stock (a) as to each series entitled to cumulative dividends, the full
cumulative dividends for all past dividend periods, and (b) as to all series,
dividends ratably in accordance with the sums which would be payable on the
shares of the respective series for the current dividend period if all dividends
for the current dividend period were declared and paid in full. No dividend in
respect of past dividend periods shall be declared and set apart for payment on
any series of Preferred Stock entitled to cumulative dividends unless there
shall be or have been declared and set apart for payment on all outstanding
shares of Preferred Stock entitled to cumulative dividends, dividends ratably in
accordance with the sums which would be payable on the shares of the respective
series entitled to cumulative dividends if all dividends due for all past
dividend periods were declared and paid in full. Nothing contained in this
Article FOURTH shall be deemed in any way to qualify or limit the right of the
corporation or any subsidiary of the corporation to purchase or otherwise
acquire at such time and for such consideration as the corporation shall deem
appropriate any shares of its capital stock; provided that no shares of capital
stock of the corporation shall be purchased or redeemed, by the corporation or
by any subsidiary of the corporation, at any time when accrued dividends on any
series of Preferred Stock entitled to cumulative dividends, remain unpaid for
any period to and including the last preceding dividend date.
For the purposes of this Article FOURTH, and of any resolutions fixing the
terms of any series of Preferred Stock, the amount of dividends "accrued" on any
share of Preferred Stock of any series entitled to cumulative dividends as at
any dividend date shall be deemed to be the amount of any unpaid dividends
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accumulated thereon to and including such dividend date, whether or not earned
or declared, and the amount of dividends "accrued" on any share of Preferred
Stock of any series entitled to cumulative dividends as at any date other than a
dividend date shall be calculated as the amount of any unpaid dividends
accumulated thereon to and including the last preceding dividend date, whether
or not earned or declared, plus an amount computed, on the basis of a 360-day
year, for the period after such last preceding dividend date to and including
the date as of which the calculation is made at the annual dividend rate fixed
for the shares of such series.
In the event that any series of Preferred Stock shall be entitled to a
preference upon the dissolution of, or upon any distribution of the assets of,
the corporation, then upon any such dissolution or distribution, before any
payment or distribution of the assets of the corporation (whether capital or
surplus) shall be made to or set apart for any other class or classes of stock
(except with respect to any other class of stock ranking prior to or on a parity
with the Preferred Stock with respect to assets), the holders of such series of
Preferred Stock shall be entitled to payment of the amount of the preference, if
any, payable upon such dissolution or distribution as may be fixed by the board
of directors for the shares of the respective series as provided in this Article
FOURTH before any payment or distribution shall be made on any other class or
classes of capital stock. If, upon any such dissolution or distribution, the
assets of the corporation distributable among the holders of any such series of
the Preferred Stock entitled to a preference shall be insufficient to pay in
full the preferential amount aforesaid, then such assets, or the proceeds
thereof, shall be distributed among the holders of each such series of the
Preferred Stock ratably in accordance with the sums which would be payable on
such distribution if the preferential amount aforesaid were paid in full. The
voluntary sale, conveyance, exchange, lease, transfer, or other disposal (for
cash, shares of stock, securities or other consideration, or any combination of
the foregoing) of all or substantially all of the property and assets of the
corporation, the merger or consolidation of the corporation into or with any
other corporation, or the merger of any other corporation into it, shall not be
deemed to be a dissolution of, or a distribution of the assets of, the
corporation, for the purpose of this paragraph.
In the event that any series of Preferred Stock shall be redeemable, then,
at the option of the board of directors, the corporation at any time or from
time to time may redeem all, or any number less than all, of the outstanding
shares of any such series at the redemption price thereof as may be fixed by the
board of directors as provided in this Article FOURTH (the sum so payable upon
any redemption of Preferred Stock being herein referred to as the "redemption
price"); provided, that not less than 30 days previous to the date fixed for
redemption (hereinafter referred to as the "redemption date"), a notice of the
time and
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place thereof shall be mailed to each holder of record of the shares so to be
redeemed at his address as shown by the records of the corporation; and provided
further, that in case of redemption of less than all of the outstanding shares
of any series of Preferred Stock, the board of directors shall determine the
shares to be redeemed by lot or pro rata in such manner as the board of
directors deems equitable. At any time after notice of redemption shall have
been mailed as above provided to the holders of the shares so to be redeemed,
the corporation may deposit the aggregate redemption price, in trust, with a
bank or trust company, the name and address of which shall be designated in such
notice, for payment, on or before the redemption date, of the redemption price
for the shares called for redemption. Upon the making of such deposit, or if no
such deposit is made, then upon the redemption date (unless the corporation
shall default in making payment of the redemption price), holders of the shares
of Preferred Stock called for redemption shall cease to be stockholders with
respect to such shares notwithstanding that any certificate for such shares
shall not have been surrendered, and thereafter such shares shall no longer be
transferable on the books of the corporation and such holders shall have no
interest in or claim against the corporation with respect to said shares, except
the right (a) to receive payment of the redemption price upon surrender of their
certificates, or (b) to exercise on or before the redemption date the rights, if
any, not theretofore expiring to convert the shares so called for redemption
into, or to exchange such shares for, shares of stock of any other class or
classes or of any other series of the same class of stock of the corporation.
Any funds deposited in trust as aforesaid which shall not be required for such
redemption because of the exercise of any right of conversion or otherwise
subsequent to the date of such deposit, shall be returned to the corporation
forthwith. The corporation shall be entitled to receive from any bank or trust
company the interest, if any, allowed on any moneys deposited as in this
paragraph provided, and the holders of any shares so redeemed shall have no
claim to any such interest. Any funds so deposited by the corporation and
unclaimed at the end of five years from the redemption date shall be repaid to
the corporation upon its request, after which repayment the holders of such
shares who shall not have made claim against such moneys prior to such repayment
shall be deemed to be unsecured creditors of the corporation, but only for a
period of two years from the date of such repayment (after which all rights of
the holders of such shares as unsecured creditors or otherwise shall cease), for
an amount equivalent to the amount deposited as above stated for the redemption
of such shares and so repaid to the corporation, but shall in no event be
entitled to any interest.
In order to facilitate the redemption of any shares of Preferred Stock,
the board of directors is authorized to cause the transfer books of the
corporation to be closed as to the shares to be redeemed.
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No shares of Preferred Stock which shall at any time have been purchased
by the corporation or redeemed, or which shall at any time have been surrendered
for conversion or exchange, or for cancellation pursuant to any retirement or
sinking fund provisions with respect to any series of Preferred Stock, shall be
reissued.
If the board of directors grants voting power to the holders of shares of
any series of Preferred Stock, the holders of shares of such series shall be
entitled to no more than one vote per share voting with the holders of shares of
the Common Stock at each annual or special meeting of stockholders upon all
matters upon which a vote is taken with the right to cumulate votes in certain
instances in the manner set forth herein except that if the holders of shares of
such series shall be entitled to elect two or more directors, as a class, the
holders of shares of such series shall not be entitled to a vote for the
election of any other directors of the corporation. In the event that the Common
Stock is subdivided, or increased by reason of a dividend payable in shares of
Common Stock, or combined, the number of votes to which each share of such
series shall be so entitled shall be increased, in the case of a subdivision, or
in the case of such a dividend, or reduced, in the case of a combination, in the
same proportion as the subdivision, increase by dividend, or combination of the
Common Stock.
The holders of Preferred Stock shall not be entitled to any preemptive or
preferential right to subscribe for or purchase any shares of capital stock of
the corporation or any securities convertible into shares of capital stock of
the corporation.
COMMON STOCK
Each share of Common Stock shall be equal in all respects to every other
share of Common Stock of the corporation. Each share of Common Stock shall be
entitled to one vote per share at each annual or special meeting of stockholders
for the election of directors with the right to cumulate votes in certain
instances in the manner set forth herein and upon any other matter coming before
such meeting. Subject to all the rights of the Preferred Stock, dividends may be
paid upon the Common Stock as and when declared by the board of directors out of
any funds of the corporation legally available therefor. Upon any liquidation,
dissolution or winding up of the corporation, whether voluntary or involuntary,
and after the holders of each series of the Preferred Stock shall have been paid
in full, the amounts to which they respectively shall be entitled under this
Article FOURTH, the remaining assets of the corporation shall be distributed pro
rata to the holders of the Common Stock.
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The holders of Common Stock shall not be entitled to any preemptive or
preferential right to subscribe for or purchase any shares of capital stock of
the corporation or any securities convertible into shares of capital stock of
the corporation.
CUMULATIVE VOTING
At all elections of directors of this corporation, each holder of shares
of capital stock possessing voting power shall be entitled to as many votes as
shall equal the number of his shares of stock multiplied by the number of
directors to be elected by such shares of stock and he may cast all of such
votes for a single director or may distribute them among the number to be voted
for by such shares of stock or any two or more of them as he may see fit.
FIFTH. The members of the governing board shall be known as directors and
the number thereof shall be not less than three nor more than fifteen, the exact
number to be fixed by the by-laws of the corporation; provided that the number
so fixed by the by-laws may be increased or decreased within the limit above
specified from time to time by by-law.
SIXTH. The capital stock, after the amount of the subscription price, or
par value, if greater, has been paid in shall be subject to no further
assessment to pay the debts of the corporation.
SEVENTH. RESERVED
EIGHTH. This corporation is to have perpetual existence.
NINTH. Subject to the by-laws, if any, adopted by the stockholders, the
board of directors is expressly authorized to make, alter or amend the by-laws
of the corporation.
The directors, without restriction or limitation, shall have all of the
powers and authorities expressly conferred upon them by the statutes of this
State and this corporation may in its by-laws confer powers upon its directors
in addition to the powers and authorities expressly conferred upon them by the
statutes of this State.
TENTH. The corporation may enter into contracts or transact business with
one or more of its directors, or with any firm of which one or more of its
directors are members, or with any corporation or
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association in which any one of its directors is a stockholder, director or
officer, and such contract or transaction shall not be invalidated or in any
wise affected by the fact that such director or directors have or may have
interests therein which are or might be adverse to the interests of the
corporation, even though the vote of the director or directors having such
adverse interest shall have been necessary to obligate the corporation upon such
contract or transaction provided such adverse interest is either known or made
known to the remaining directors; and no director or directors having such
adverse interest shall be liable to the corporation or to any stockholder or
creditor thereof, or to any other person, for any loss incurred by it under or
by reason of any such contract or transaction; nor shall any such director or
directors be accountable for any gains or profits realized thereon: Always
provided, however, that such contract or transaction shall at the time at which
it was entered into have been a reasonable one to have been entered into and
shall have been upon terms that at the time were fair.
ELEVENTH. Meetings of stockholders may be held without the State of
Nevada, if the by-laws so provide. The books of this corporation may be kept
(subject to the provision of the statutes) outside of the State of Nevada at
such places as may be from time to time designated by the board of directors or
in the by-laws of the corporation.
TWELFTH. This corporation reserves the right to amend, alter, change or
repeal any provision contained in these articles of incorporation, in the manner
now or hereafter prescribed by statute, or by these articles of incorporation,
and all rights conferred upon stockholders herein are granted subject to this
reservation.
THIRTEENTH. No holder of shares of stock of the corporation shall be
entitled as of right to purchase or subscribe for any part of any unissued stock
of this corporation or of any new or additional authorized stock of the
corporation of any class whatsoever, or of any issue of securities of the
corporation convertible into stock, whether such stock or securities be issued
for money or for a consideration other than money or by way of dividend, but any
such unissued stock or such new or additional authorized stock or such
securities convertible into stock may be issued and disposed of to such persons,
firms, corporations and associations, and upon such terms as may be deemed
advisable by the board of directors without offering to stockholders then of
record or any class of stockholders any thereof upon the same terms or upon any
terms.
FOURTEENTH. A director or officer of the corporation shall have no
personal liability to the corporation or its stockholders for damages for breach
of fiduciary duty as a director or officer, except for
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(a) acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law; or (b) the payment of dividends in violation of the applicable
statutes of Nevada. If the Nevada General Corporation Law is amended after
approval by the stockholders of this Article FOURTEENTH to authorize corporate
action further eliminating or limiting the personal liability of directors or
officers, the liability of a director or officer of the corporation shall be
eliminated or limited to the fullest extent permitted by the Nevada General
Corporation Law, as so amended from time to time. No repeal or modification of
this Article FOURTEENTH by the stockholders shall adversely affect any right or
protection of a director or officer of the corporation existing by virtue of
this Article FOURTEENTH at the time of such repeal or modification.
FIFTEENTH. (a) The corporation shall indemnify and hold harmless 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, by reason of the fact that he or she
is or was or has agreed to become a director or officer of the corporation or is
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise or by reason of actions alleged to have been taken or omitted in such
capacity or in any other capacity while serving as a director or officer. The
indemnification of directors and officers by the corporation shall be to the
fullest extent authorized or permitted by applicable law, as such law exists or
may hereafter be amended (but only to the extent that such amendment permits the
corporation to provide broader indemnification rights than permitted prior to
the amendment). The indemnification of directors and officers shall be against
all loss, liability and expense (including attorneys fees, costs, damages,
judgments, fines, amounts paid in settlement and ERISA excise taxes or
penalties) actually and reasonably incurred by or on behalf of a director or
officer in connection with such action, suit or proceeding, including any
appeal; provided, however, that with respect to any action, suit or proceeding
initiated by a director or officer, the corporation shall indemnify such
director or officer only if the action, suit or proceeding was authorized by the
board of directors of the corporation, except with respect to a suit for the
enforcement of rights to indemnification or advancement of expenses in
accordance with Section (c) hereof.
(b) The expenses of directors and officers incurred as a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative shall be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding; provided, however, that if applicable law so requires, the advance
payment of expenses shall be made only upon receipt by the corporation of an
undertaking by or on behalf of the director or officer
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to repay all amounts so advanced in the event that it is ultimately determined
by a final decision, order or decree of a court of competent jurisdiction that
the director or officer is not entitled to be indemnified for such expenses
under this Article FIFTEENTH.
(c) Any director or officer may enforce his or her rights to
indemnification or advance payments for expenses in a suit brought against the
corporation if his or her request for indemnification or advance payments for
expenses is wholly or partially refused by the corporation or if there is no
determination with respect to such request within 60 days from receipt by the
corporation of a written notice from the director or officer for such a
determination. If a director or officer is successful in establishing in a suit
his or her entitlement to receive or recover an advancement of expenses or a
right to indemnification, in whole or in part, he or she shall also be
indemnified by the corporation for costs and expenses incurred in such suit. It
shall be a defense to any such suit (other than a suit brought to enforce a
claim for the advancement of expenses under Section (b) of this Article
FIFTEENTH 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
the Nevada General Corporation Law. Neither the failure of the corporation to
have made a determination prior to the commencement of such suit that
indemnification of the director or officer is proper in the circumstances
because the director or officer has met the applicable standard of conduct nor a
determination by the corporation that the director or officer has not met such
applicable standard of conduct shall be a defense to the suit or create a
presumption that the director or officer has not met the applicable standard of
conduct. In a suit brought by a director or officer to enforce a right under
this Section (c) or by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that a director
or officer is not entitled to be indemnified or is not entitled to an
advancement of expenses under this Section (c) or otherwise, shall be on the
corporation.
(d) The right to indemnification and to the payment of expenses as they
are incurred and in advance of the final disposition of the action, suit or
proceeding shall not be exclusive of any other right to which a person may be
entitled under these articles of incorporation or any by-law, agreement,
statute, vote of stockholders or disinterested directors or otherwise. The right
to indemnification under Section (a) hereof shall continue for a person who has
ceased to be a director or officer and shall inure to the benefit of his or her
heirs, next of kin, executors, administrators and legal representatives.
(e) The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any loss, liability or expense, whether or not the corporation would
have the
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power to indemnify such person against such loss, liability or expense under the
Nevada General Corporation Law.
(f) The corporation shall not be obligated to reimburse the amount of any
settlement unless it has agreed to such settlement. If any person shall
unreasonably fail to enter into a settlement of any action, suit or proceeding
within the scope of Section (a) hereof, offered or assented to by the opposing
party or parties and which is acceptable to the corporation, then,
notwithstanding any other provision of this Article FIFTEENTH, the
indemnification obligation of the corporation in connection with such action,
suit or proceeding shall be limited to the total of the amount at which
settlement could have been made and the expenses incurred by such person prior
to the time the settlement could reasonably have been effected.
(g) The corporation may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the corporation or to any director,
officer, employee or agent of any of its subsidiaries to the fullest extent of
the provisions of this Article FIFTEENTH subject to the imposition of any
conditions or limitations as the board of directors of the corporation may deem
necessary or appropriate.
June 11, 2003 /s/ Hayward D. Fisk
---------------------------------------------
Hayward D. Fisk
Vice President, General Counsel and Secretary
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