ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION I – RIGHT TO INDEMNIFICATION The Directors, Officers, Committee Members, employees and agents of the Club shall be indemnified to the fullest extent allowed by the law. SECTION II – RIGHT TO ADVANCEMENT OF EXPENSE The right to indemnification conferred in SECTION I of this ARTICLE IX shall include the right to be paid by the Club the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director, officer, committee member, employee or agent (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this SECTION or otherwise. SECTION III – CONTINUATION OF RIGHTS The rights to indemnification and to the advancement of expenses conferred in SECTION I and II of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, committee member, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. SECTION IV – NON-EXCLUSIVITY The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Club’s Certificate of Incorporation, agreement, vote of stockholders or directors or otherwise. SECTION V – INSURANCE The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, committee member, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
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