EXHIBIT 10.44
CRIT-SC, INC.
ARTICLES OF INCORPORATION
ARTICLE I
NAME
The name of the Corporation is CRIT-SC, Inc. (the "Corporation").
ARTICLE II
PURPOSE
The Corporation is organized to engage in any lawful business not
required by the Virginia Stock Corporation Act to be stated in the Articles of
Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The number and designation of shares that
the Corporation shall have authority to issue are as follows:
Class Number of Shares
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Common 5,000
3.2 Preemptive Rights. No holder of outstanding shares shall have any
preemptive right with respect to (i) any shares of any class of the Corporation,
whether now or hereafter authorized, (ii) any warrants, rights or options to
purchase any such shares, or (iii) any obligations convertible into any such
shares or into warrants, rights or options to purchase any such shares.
3.3 Voting; Distributions. The holders of the Common Shares shall have
unlimited voting rights and are entitled to receive the net assets of the
Corporation upon the liquidation, dissolution or winding up of the affairs of
the Corporation.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation, which
is located in the City of Richmond, Virginia, is c/o McGuire, Woods, Battle &
Boothe LLP, 901 East Cary Street, One James Center, Richmond, Virginia 23219.
The initial registered agent of the Corporation is James W. C. Canup, whose
business office is identical with the registered office and who is a resident of
Virginia and a member of the Virginia State Bar.
ARTICLE V
INDEMNIFICATION
5.1 Mandatory Indemnification. The Corporation (the term "Corporation"
as used in this Section 5.1 shall mean this Corporation only and no predecessor
entity or other legal entity) shall indemnify any individual who is, was or is
threatened to be made a party to a civil, criminal, administrative,
investigative or other proceeding (other than a proceeding by or in the right of
the Corporation or by or on behalf of its shareholders, or a proceeding in which
he or she was adjudged liable on the basis of having improperly received a
personal benefit) because such individual is or was a director or officer of the
Corporation or of any other legal entity controlled by the Corporation, or is or
was a fiduciary of any employee benefit plan established at the direction of the
Corporation, against all liabilities and reasonable expenses incurred by him or
her on account of the proceeding. Indemnification pursuant to this Section 5.1
shall be subject to the following conditions: (i) if the proceeding relates to
the performance of duties by the individual seeking indemnification, such
individual shall have conducted himself or herself in good faith and believed
that his or her conduct was in the best interests of the legal entity he or she
was serving or of its participants, if such legal entity was an employee benefit
plan; (ii) if the
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proceeding is a criminal proceeding, the individual seeking indemnification
shall have no reasonable cause to believe that his or her conduct prior to the
initiation of the proceeding was unlawful; and (iii) if the proceeding is any
other type of proceeding, the individual seeking indemnification, prior to the
initiation of the proceeding, shall have conducted himself or herself in good
faith and believed that his or her conduct was at least not opposed to the best
interests of the legal entity such individual was serving or its participants,
if such legal entity was an employee benefit plan. Before any indemnification is
paid a determination shall be made that indemnification is permissible in the
circumstances because the person seeking indemnification has met the standard of
conduct set forth above. Such determination shall be made in the manner provided
by Virginia law for determining that indemnification of a director is
permissible. Unless a determination has been made that indemnification is not
permissible, the Corporation shall make advances and reimbursement for expenses
incurred by any of the persons named above upon receipt of an undertaking from
him or her to repay the same if it is ultimately determined that such individual
is not entitled to indemnification. The Corporation is authorized to contract in
advance to indemnify any of the persons named above to the extent it is required
to indemnify them pursuant to the provisions of this Section 5.1.
5.2 Miscellaneous. The rights of each person entitled to
indemnification under this Article shall inure to the benefit of such person's
heirs, executors and administrators. Indemnification pursuant to this Article
shall not be exclusive of any other right of indemnification to which any person
may be entitled, including indemnification pursuant to a valid contract,
indemnification by legal entities other than the Corporation and
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indemnification under policies of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent such person is indemnified by another including
an insurer.
Dated: December 22, 1999
By: /s/ Martin B. Richards
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Martin B. Richards, Incorporator
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