9.4 DETERMINATION; CLAIM.
If a claim for indemnification or payment of expenses under this Article IX is not paid in
full within sixty (60) days after a written claim therefor has been received by the corporation the
claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the
corporation shall have the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
9.5 NON-EXCLUSIVITY OF RIGHTS.
The rights conferred on any person by this Article IX shall not be exclusive of any other
rights which such person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
The corporation may 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, 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 in any such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability under the
provisions of the DGCL.
9.7 OTHER INDEMNIFICATION.
The corporations obligation, if any, to indemnify any person who was or is serving at its
request as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or non-
profit entity shall be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
9.8 AMENDMENT OR REPEAL.
Any repeal or modification of the foregoing provisions of this Article IX shall not adversely
affect any right or protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
ARTICLE X AMENDMENTS
These bylaws may be adopted, amended or repealed by the stockholders entitled to vote.
However, the corporation may, in its certificate of incorporation, confer the power to adopt, amend
or repeal bylaws upon the directors. The fact that such power has been so conferred upon the
directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or