Common use of EIGHTH Clause in Contracts

EIGHTH. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Delaware Law, or (iv) for any transaction from which the director derived any improper personal benefit. If Delaware Law is hereafter amended to authorize, with the approval of a corporation’s stockholder, further reductions in the liability of the directors of a corporation for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by Delaware Law as so amended. Any repeal or modification of the foregoing provisions of this ARTICLE EIGHTH 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.

EIGHTH. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s 's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize, with authorize the approval further elimination or limitation of a corporation’s stockholder, further reductions in the liability of the directors of a corporation for breach of fiduciary dutydirector, then the liability of a director of the Corporation shall not be liable for any such breach eliminated or limited to the fullest extent permitted by the Delaware Law General Corporation Law, as so amended. Any repeal or modification of the foregoing provisions of this ARTICLE Article EIGHTH 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.

EIGHTH. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s 's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorizeauthorize the further elimination or limitation of the liability of directors, with the approval of a corporation’s stockholder, further reductions in then the liability of the directors of a corporation for breach of fiduciary dutythe Corporation, then a director of in addition to the Corporation limitation on personal liability provided herein, shall not be liable for any such breach limited to the fullest extent permitted by the amended Delaware Law as so amendedGeneral Corporation Law. Any repeal or modification of the foregoing provisions of this ARTICLE EIGHTH paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any right or protection limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.. NINTH:

EIGHTH. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s 's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Delaware Law, or (iv) for any transaction from which the director derived any improper personal benefit. If Delaware Law is hereafter amended to authorize, with the approval of a corporation’s 's stockholder, further reductions in the liability of the directors of a corporation for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by Delaware Law as so amended. Any repeal or modification of the foregoing provisions of this ARTICLE EIGHTH 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.

EIGHTH. A director of the this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s 's duty of loyalty to the Corporation corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize, with authorize the approval further elimination or limitation of a corporation’s stockholder, further reductions in the liability of the directors of a corporation for breach of fiduciary dutydirector, then the liability of a director of the Corporation shall not be liable for any such breach eliminated or limited to the fullest extent permitted by the Delaware Law General Corporation Law, as so amended. Any repeal or modification of the foregoing provisions of this ARTICLE Article EIGHTH 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.

EIGHTH. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Delaware Lawthe DGCL, or (iv) for any transaction from which the director derived any an improper personal benefit. If Delaware Law the DGCL is hereafter amended to authorizeauthorize corporate action further eliminating or limiting the personal liability of directors, with the approval of a corporation’s stockholder, further reductions in then the liability of the directors of a corporation for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach eliminated or limited to the fullest extent permitted by Delaware Law the DGCL, as so amended. Any amendment, modification or repeal or modification of the foregoing provisions of this ARTICLE EIGHTH by the stockholders of the Corporation paragraph shall not adversely affect any right or protection of a director of the Corporation existing at thereunder in respect of any act or omission occurring prior to the time of such repeal amendment, modification or modificationrepeal.

EIGHTH. A director of the Corporation shall not be personally liable to ------ the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s 's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize, with authorize the approval further elimination or limitation of a corporation’s stockholder, further reductions in the liability of the directors of a corporation for breach of fiduciary dutydirector, then the liability of a director of the Corporation shall not be liable for any such breach eliminated or limited to the fullest extent permitted by the Delaware Law General Corporation Law, as so amended. Any repeal or modification of the foregoing provisions of this ARTICLE Article EIGHTH 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.