amended from time to time (Section 145), the corporation is permitted or empowered to make
such indemnification. The corporation may, in the sole discretion of the Board of Directors of the
corporation, indemnify any other person who may be indemnified pursuant to Section 145 to the
extent the Board of Directors deems advisable, as permitted by Section 145. The corporation shall
promptly make or cause to be made any determination required to be made pursuant to Section 145.
Any repeal or modification of the foregoing provisions of this Article 5 by the stockholders
of the corporation shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
The corporation reserves the right to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.
Election of directors need not be by written ballot unless the Bylaws of the corporation shall
so provide. The right to cumulate votes in the election of Directors shall not exist with respect
to shares of stock of the corporation.
The number of directors which shall constitute the whole Board of Directors shall be fixed
from time to time by, or in the manner provided in, the Bylaws or in an amendment thereof duly
adopted by the Board of Directors or by the stockholders or by resolution of the Board of
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws
may provide. The books of the corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the corporation.
Except as otherwise provided in this Certificate of Incorporation, in furtherance and not in
limitation of the powers conferred by statute, the Board of Directors is expressly authorized to
make, repeal, alter, amend and rescind any or all of the Bylaws of the corporation.
The corporation expressly elects not to be governed by Section 203 of the Delaware General
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