Common use of EIGHTH Clause in Contracts

EIGHTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of an Indemnitee in connection with such action, suit or proceeding and any appeal therefrom. As a condition precedent to an Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. In the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article, which undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment; and further provided that no such advancement of expenses shall be made under this Article if it is determined that (i) the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe his conduct was unlawful. The Corporation shall not indemnify an Indemnitee pursuant to this Article in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. In addition, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement. All determinations hereunder as to the entitlement of an Indemnitee to indemnification or advancement of expenses shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. The rights provided in this Article (i) shall not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of the Indemnitees. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

EIGHTH. (a) The Corporation shall, to the fullest extent and in the manner permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to timethe same now exists or may hereafter be amended, indemnify each any person who against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she such person is or waswas a director or officer of the Corporation. For purposes of such indemnification, a "director" or has agreed to become, "officer" of the Corporation shall mean any person (i) who is or was a director or officer of the Corporation, or (ii) who is or was serving, or has agreed to serve, serving at the request of the Corporation, Corporation as a director, officer, partner, employee director or trustee of, or in a similar capacity with, officer of another corporation, partnership, joint venture, trust or other enterprise or (including iii) who was a director or officer of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor Corporation. The Corporation shall not be required to indemnify a director or officer in connection with any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”)action, suit, or proceeding (or part thereof) initiated by reason such director or officer unless the initiation of any action alleged to have been taken such action, suit, or omitted in proceeding (or part thereof) by the director or officer and such capacity, against all indemnification was authorized by the Board of Directors of the Corporation. The Corporation shall pay the expenses (including attorneys’ attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably ) incurred by a director or on behalf officer of an Indemnitee the Corporation entitled to indemnification hereunder in connection with such defending any action, suit or proceeding and any appeal therefrom. As referred to in this Article Eighth in advance of its final disposition; provided, however, that payment of expenses incurred by a condition precedent to an Indemnitee’s right to be indemnified, the Indemnitee must notify director or officer of the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. In the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, suit or proceeding or investigation or any appeal therefrom; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by the director or on behalf of the Indemnitee officer to repay all amounts so advanced in the event that it shall should ultimately be determined that the Indemnitee director or officer is not entitled to be indemnified by the Corporation as authorized in this Article, which undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment; and further provided that no such advancement of expenses shall be made under this Article if it is determined that (i) the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, Eighth or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe his conduct was unlawfulotherwise. The Corporation shall not indemnify an Indemnitee pursuant to rights conferred on any person by this Article in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. In addition, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement. All determinations hereunder as to the entitlement of an Indemnitee to indemnification or advancement of expenses shall be made in each instance section (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. The rights provided in this Article (i) Eighth shall not be deemed exclusive of any other rights to which an Indemnitee such person may be entitled have or hereafter acquire under any lawstatute, agreement provision of the Corporation's bylaws or any agreement, vote of the stockholders or disinterested directors or otherwise, and (ii) shall inure other action provided that the same conforms to the benefit provisions of this Certificate of Incorporation, as the heirs, executors and administrators of the Indemnitees. The Corporation may, to the extent authorized same may be amended from time to time by its Board of Directorstime, grant indemnification rights to other employees or agents and the laws of the Corporation State of Delaware. Any repeal or other persons serving modification of the Corporation and foregoing provisions of this Article 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 rights may be equivalent to, repeal or greater or less than, those set forth in this Articlemodification.

EIGHTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify each (a) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was, or has agreed to become, was a director or officer of the Corporation, Corporation or is or was serving, or has agreed to serve, serving at the request of the Corporation, Corporation as a director, officer, partner, employee or trustee of, or in a similar capacity with, agent of another corporation, or of a partnership, joint venture, trust or other enterprise (enterprise, including any service with respect to an employee benefit plan) plan (all such persons being referred to hereafter as hereinafter an “Indemniteeindemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by reason the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any action alleged such amendment, only to have been taken or omitted in the extent that such capacityamendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses expense, liability and loss (including attorneys’ fees), judgments, fines fines, ERISA excise taxes or penalties and amounts paid in settlement actually and settlement) reasonably incurred or suffered by or on behalf of an Indemnitee the indemnitee in connection with therewith, and such action, suit or proceeding and any appeal therefrom. As a condition precedent indemnification shall continue as to an Indemnitee’s right indemnitee who has ceased to be indemnifieda director, the Indemnitee must notify the Corporation in writing as soon as practicable of any actionofficer, suit, proceeding employee or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable agent and shall inure to the Indemnitee. In the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance benefit of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal actionindemnitee’s heirs, suit, proceeding or investigation or any appeal therefromexecutors and administrators; provided, however, that the payment that, except as provided in Section (b) of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article, which undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment; and further provided that no such advancement of expenses shall be made under this Article if it is determined that (i) the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) 8 with respect to any criminal action or proceedingproceedings to enforce rights to indemnification, the Indemnitee had reasonable cause to believe his conduct was unlawful. The Corporation shall not indemnify an Indemnitee pursuant to this Article any such indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof indemnitee only if such proceeding (or part thereof) was approved authorized by the Board of Directors of Directors. The right to indemnification conferred by this Article 8 shall be a contract right and shall include the Corporation. In addition, right to be paid by the Corporation shall the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL so requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not indemnify an Indemnitee to the extent in any other capacity in which service was or is rendered by such Indemnitee is reimbursed from the proceeds of insuranceindemnitee, and in the event the Corporation makes any indemnification payments including without limitation service to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee employee benefit plan) shall promptly refund such indemnification payments be made only upon delivery to the Corporation to the extent of such insurance reimbursement. All determinations hereunder as to the entitlement of an Indemnitee to indemnification or advancement of expenses shall be made in each instance undertaking (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (hereinafter an “disinterested directorsundertaking”), whether by or not a quorum, (b) by a committee on behalf of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who maysuch indemnitee, to the extent permitted repay all amounts so advanced if it shall ultimately be determined by law, final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. The rights provided in indemnified for such expenses under this Article (i) shall not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any law, agreement or vote of stockholders or disinterested directors 8 or otherwise, and (ii) shall inure to the benefit . Table of the heirs, executors and administrators of the Indemnitees. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.Contents

EIGHTH. Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered at the office of the Treasurer of the Company at its principal office, or such other address as the Company may hereafter designate, or when deposited in the mail, postage prepaid, addressed to the attention of the Treasurer of the Company at such office or other address. Any notice to be given to the Holder hereunder shall be deemed sufficient if addressed to and delivered in person to the Holder at his address furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Holder at such address. NINTH: Prior to the effective date of a registration statement under the Securities Act of 1933 covering any shares of the Company’s Series G Stock or the Common Stock issuable upon conversion of the Series G Stock and until such time as the Company shall have effected a public offering of Series G Stock or Common Stock, the Holder may not sell, assign, transfer, exchange, encumber or otherwise dispose of any shares of Series G Stock issued pursuant to exercise of this Option or Common Stock issuable upon conversion thereof or any interest in such shares now held or hereafter acquired by the Holder (the “Shares”) without first giving written notice thereof to the Company identifying the proposed transferee, the purchase price, if any, and terms of the proposed transaction, and offering such Shares to the Company for purchase by it at the same price and on the same terms. Such offer shall be in writing and mailed, postage prepaid, or delivered to the Company at its principal office. The Corporation shallCompany shall have 30 days after actual receipt of such offer to notify the Holder in writing of its intention to purchase all or any part of such Shares. If the Company elects to repurchase all or any part of such Shares, the Holder shall deliver the Shares, free of all encumbrances, within 30 days of the date of acceptance of the offer to sell, against payment therefor at the same price and according to the same terms as were offered by the proposed transferee. If an offer has not been accepted by the Company as to any or all offered Shares within the time specified in this Paragraph, then the Holder shall have 120 days within which he may transfer the Shares as to which the offer shall not have been accepted, free of the restrictions imposed by this Paragraph, to the fullest extent permitted by Section 145 proposed transferee at the same price and according to the same terms as the Holder previously notified the Company. Prior to the sale of such Shares to the proposed transferee, the proposed transferess shall execute an agreement with the Company pursuant to which it agrees to be subject to the rights of first refusal of the General Corporation Law of DelawareCompany set forth in this Paragraph. In no event, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason shall such proposed transferee acquire the benefits of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of an Indemnitee in connection with such action, suit or proceeding and any appeal therefrom. As a condition precedent to an Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. In the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized rights set forth in this ArticleParagraph, which undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment; and further provided that no such advancement of expenses shall be made under this Article if it is determined that (i) the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe his conduct was unlawful. The Corporation shall not indemnify an Indemnitee pursuant to this Article in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. In addition, the Corporation shall not indemnify an Indemnitee except to the extent the Company may so agree in writing with the proposed transferee. As long as any Shares are subject to the foregoing restrictions on transfer, the purchaser of such Indemnitee is reimbursed from the proceeds restricted Shares sold on execution or by order of insuranceany court shall within 90 days after such sale, and any executor, administrator, legatees or heirs of the Holder’s estate, or any trustee in the event the Corporation makes bankruptcy, receiver or other officer or legal representative appointed by any indemnification payments court in whom title to an Indemnitee and any of such Indemnitee is subsequently reimbursed from the proceeds restricted Shares shall have vested either by operation of insurancelaw or otherwise, shall within 90 days after appointment, offer all of such Indemnitee shall promptly refund such indemnification payments restricted Shares for sale to the Corporation Company at the same price as the Holder would have been required to the extent offer them. If any transfer of such insurance reimbursement. All determinations hereunder as to the entitlement of an Indemnitee to indemnification restricted Shares is made or advancement of expenses shall be made attempted in each instance (a) by a majority vote violation of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directorsforegoing restrictions, or if restricted Shares are not offered to the disinterested directors so directCompany as required hereby, the Company shall have the right to purchase such Shares from the owner thereof or his transferee at any time before or after the transfer, as herein provided. In addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by independent legal counsel actions for specific performance (who may, to the extent permitted by law) and may refuse to recognize any transferee as one of its stockholders for any purpose, be regular legal counsel to the Corporation) in a written opinionincluding without limitation, or (d) by the stockholders for purposes of the Corporation. The rights provided in this Article (i) shall not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any lawdividend and voting rights, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of the Indemnitees. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Articleuntil all applicable provisions hereof have been complied with.

EIGHTH. The Corporation shallEmployee covenants and agrees that during the term hereof and within the two (2) year period immediately following the termination of this Agreement, regardless of the reason therefor, Employee shall not solicit, induce, aid or suggest to (i) any employee, (ii) any author, (iii) any independent contractor or other service provider, or (iv) any customer, agency or advertiser of Hearst-Argyle to leave such employ, to terminate such relationship or to cease doing business with Hearst-Argyle. Employee acknowledges that the fullest extent permitted terms of this paragraph are reasonable and enforceable and that should there be a violation or attempted or threatened violation by Section 145 Employee of any of the General Corporation Law of Delawareprovisions contained in this Paragraph EIGHTH, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of an Indemnitee in connection with such action, suit or proceeding and any appeal therefrom. As a condition precedent to an Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will Hearst-Argyle shall be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemniteesame rights and relief by way of injunction as are provided for under subparagraph (b) of Paragraph THIRD hereof. In the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter non-solicitation covenant shall be made only upon receipt deemed by any court of an undertaking competent jurisdiction, in any proceedings in which Hearst-Argyle shall be a party, to be unenforceable because of its duration, scope, or area, it shall be deemed to be and shall be amended to conform to the scope, period of time and geographical area which would permit it to be enforced. NINTH: Upon the termination of Employee's employment by Hearst- Argyle for Cause or by Employee without Good Reason, Employee agrees that, without the express approval of Hearst-Argyle, Employee shall not, for a period which is the lesser of two (2) years or the remaining term of this Agreement subsequent to such termination, engage in any activity or render service in any capacity (whether as principal, five percent (5%) shareholder, employee, consultant or otherwise) for or on behalf of any person or persons if such activity or service directly competes with the Indemnitee business of Hearst-Argyle. It is understood and agreed that nothing herein contained shall prevent Employee from engaging in discussions concerning business arrangements to repay all amounts so advanced in become effective upon the expiration of the term of this covenant not to compete. In the event that it Hearst-Argyle shall ultimately not offer to renew this Agreement, or a termination by Hearst-Argyle Without Cause or by Employee with Good Reason, the provisions of this Paragraph NINTH shall be determined of no force or effect. Employee acknowledges that the Indemnitee is not terms of this paragraph are reasonable and enforceable and that should there be a violation or attempted or threatened violation by Employee of any of the provisions contained in this Paragraph NINTH, Hearst-Argyle shall be entitled to be indemnified the same rights and relief by the Corporation way of injunction as authorized in this Article, which undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment; and further are provided that no such advancement of expenses shall be made for under this Article if it is determined that (i) the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe his conduct was unlawful. The Corporation shall not indemnify an Indemnitee pursuant to this Article in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. In addition, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement. All determinations hereunder as to the entitlement of an Indemnitee to indemnification or advancement of expenses shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, subparagraph (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation. The rights provided in this Article (i) shall not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of the Indemnitees. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.Paragraph

EIGHTH. The Corporation shallshall indemnify and hold harmless, to the fullest extent permitted by Section 145 of the General Corporation Law of Delawareapplicable law as it presently exists or may hereafter be amended, as amended from time to time, indemnify each any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative (a “proceeding”) by reason of the fact that he, or a person for whom he or she is the legal representative, is or waswas a director or officer of the Corporation or, or has agreed to become, while a director or officer of the Corporation, or is or was serving, or has agreed to serve, serving at the request of the Corporation, Corporation as a director, officer, partnertrustee, employee or trustee of, agent of another corporation or in of a similar capacity with, another corporation, partnership, joint venture, trust or trust, other enterprise (or nonprofit entity, including any service with respect to an employee benefit plan) plan (all such persons being referred to hereafter as an a “IndemniteeCovered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or by reason of agent, or in any action alleged to have been taken other capacity while serving as a director, officer, trustee, employee or omitted in such capacityagent, against all expenses expenses, liability and loss (including including, without limitation, attorneys’ fees), judgments, fines fines, ERISA excise taxes and penalties and amounts paid in settlement actually and settlement) reasonably incurred or suffered by or on behalf of an Indemnitee such Covered Person in connection with such actionproceeding. The Corporation shall, suit or proceeding and any appeal therefrom. As a condition precedent to an Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. In fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee a Covered Person in defending a civil or criminal action, suit, any proceeding or investigation or any appeal therefromin advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter the proceeding shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee Covered Person to repay all amounts so advanced in the event that if it shall should be ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that the Indemnitee Covered Person is not entitled to be indemnified by the Corporation as authorized in under this Article, which undertaking shall be accepted without reference Article EIGHTH or otherwise. The rights to the financial ability of the Indemnitee to make such repayment; indemnification and further provided that no such advancement of expenses shall be made under this Article if it is determined that (i) the Indemnitee did not act in good faith EIGHTH shall be contract rights and in such rights shall continue as to a manner he reasonably believed Covered Person who has ceased to be ina director, officer, trustee, employee or not opposed toagent and shall inure to the benefit of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this Article EIGHTH, except for proceedings to enforce rights to indemnification and advancement of expenses, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe his conduct was unlawful. The Corporation shall not indemnify an Indemnitee pursuant and advance expenses to this Article a Covered Person in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof Covered Person only if such proceeding (or part thereof) was approved authorized by the Board Board. If a claim for indemnification under this Article EIGHTH (following the final disposition of Directors such proceeding) is not paid in full within 60 days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article EIGHTH is not paid in full within 30 days after the CorporationCorporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim, or a claim brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, to the fullest extent permitted by applicable law. In additionany such action, the Corporation shall have the burden of proving that the Covered Person is not indemnify an Indemnitee entitled to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement. All determinations hereunder as to the entitlement of an Indemnitee to requested indemnification or advancement of expenses under applicable law. In (1) any suit brought by a Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall be made a defense that, and (2) in each instance (a) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a majority vote of final adjudication that, the directors Covered Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation consisting of persons (including its directors who are not at that time parties to the such action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested such directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, or its stockholders) to have made a determination prior to the extent permitted commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by lawthe Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, be regular legal counsel a defense to such suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the Corporation) in a written opinionterms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or (d) by the stockholders to such advancement of expenses, under this Article EIGHTH or otherwise shall be on the Corporation. The rights provided in conferred on any Covered Person by this Article (i) EIGHTH shall not be deemed exclusive of any other rights to which an Indemnitee that such Covered Person may be entitled have or hereafter acquire under any lawstatute, any provision of this Certificate of Incorporation, the bylaws of the Corporation, any agreement or vote of stockholders or disinterested directors or otherwise, and (ii) . This Article EIGHTH shall inure to not limit the benefit right of the heirs, executors and administrators of the Indemnitees. The Corporation mayCorporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized from time by appropriate corporate action. Any Covered Person entitled to time by its Board indemnification and/or advancement of Directorsexpenses, grant indemnification in each case pursuant to this Article EIGHTH may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated. The Corporation hereby acknowledges and agrees that (1) the Corporation shall be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Article EIGHTH, (2) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of a proceeding, expense, liability or matter that is the subject of this Article EIGHTH, whether created by law, organizational or constituent documents, contract or otherwise, (3) any obligation of any persons with whom or which a Covered Person may be associated to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of any proceeding shall be secondary to the obligations of the Corporation hereunder, (4) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the fullest extent provided herein without regard to any rights such Covered Person may have against any other employees person with whom or agents which such Covered Person may be associated or insurer of any such person and (5) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder. The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or other persons is or was serving at the request of the Corporation and as a director, officer, employee or agent of 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 rights may be equivalent toperson against such expense, liability or greater or less than, those set forth in this Articleloss under the DGCL.

EIGHTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, shall indemnify each any person who was or is a party was, is, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was, was a director or has agreed to become, officer of the Corporation or (ii) while a director or officer of the Corporation, or is or was serving, or has agreed to serve, serving at the request of the Corporation, Corporation as a director, officer, partner, employee or trustee ofventurer, proprietor, trustee, employee, agent, or in a similar capacity with, functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise (including any sole proprietorship, trust, employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason other enterprise, to the fullest extent permitted under the DGCL, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any action alleged to have been taken director or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines officer who is elected and amounts paid in settlement actually and reasonably incurred by accepts the position of director or on behalf officer of an Indemnitee in connection with such action, suit or proceeding and any appeal therefrom. As a condition precedent to an Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article EIGHTH is in writing as soon as practicable effect. Any repeal or amendment of this Article EIGHTH shall be prospective only and shall not limit the rights of any action, suit, proceeding such director or investigation involving such Indemnitee for which indemnity will officer or could be sought. With respect to any action, suit, proceeding or investigation the obligations of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. In the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article, which undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment; and further provided that no such advancement of expenses shall be made under this Article if it is determined that (i) the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action claim arising from or proceeding, related to the Indemnitee had reasonable cause services of such director or officer in any of the foregoing capacities prior to believe his conduct was unlawful. The Corporation shall not indemnify an Indemnitee pursuant any such repeal or amendment to this Article in connection with a proceeding (or part thereof) initiated by such Indemnitee unless EIGHTH. Such right shall include the initiation thereof was approved right to be paid by the Board Corporation expenses incurred in defending any such proceeding in advance of Directors of the Corporation. In addition, the Corporation shall not indemnify an Indemnitee its final disposition to the maximum extent such Indemnitee is reimbursed from permitted under the proceeds of insuranceDGCL, and in as the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursementsame exists or may hereafter be amended. All determinations hereunder as to the entitlement of an Indemnitee to If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be made in each instance (a) by a majority vote defense to any such action that such indemnification or advancement of costs of defense are not permitted under the directors DGCL, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation consisting (including its board of persons who are not at that time parties directors or any committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee commencement of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directorssuch action that indemnification of, or if advancement of costs of defense to, the disinterested claimant is permissible in the circumstances nor an actual determination by the Corporation (including its board of directors so director any committee thereof, by independent legal counsel (who maycounsel, or stockholders) that such indemnification or advancement is not permissible shall be a defense to the extent permitted by law, be regular legal counsel to action or create a presumption that such indemnification or advancement is not permissible. In the Corporation) in a written opinion, or (d) by the stockholders event of the Corporation. The rights provided in this Article (i) shall not be deemed exclusive death of any other rights to which an Indemnitee may be entitled person having a right of indemnification under any lawthe foregoing provisions, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) such right shall inure to the benefit of the his or her heirs, executors executors, administrators, and administrators personal representatives. The rights conferred above shall not be exclusive of the Indemniteesany other right which any person may have or hereafter acquire under any statute, by-law, resolution of stockholders or directors, agreement, or otherwise. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees may additionally indemnify any employee or agents agent of the Corporation or other persons serving to the Corporation and such rights may be equivalent tofullest extent permitted by law. As used herein, the term “proceeding” means any threatened, pending, or greater completed action, suit, or less thanproceeding, those set forth whether civil, criminal, administrative, arbitrative, or investigative, any appeal in this Articlesuch an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding. NINTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL.

EIGHTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, shall indemnify each any person who was or is a party was, is, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was, was a director or has agreed to become, officer of the Corporation or (ii) while a director or officer of the Corporation, or is or was serving, or has agreed to serve, serving at the request of the Corporation, Corporation as a director, officer, partner, employee or trustee ofventurer, proprietor, trustee, employee, agent, or in a similar capacity with, functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise (including any sole proprietorship, trust, employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason other enterprise, to the fullest extent permitted under the DGCL, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any action alleged director or officer who is elected and accepts the position of director or officer of the Corporation or elects to have been taken continue to serve as a director or omitted officer of the Corporation while this Article Eighth is in effect. Any repeal or amendment of this Article Eighth shall be prospective only and shall not limit the rights of any such capacitydirector or officer or the obligations of the Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment of this Article Eighth. Such right shall include the right to be paid by the Corporation expenses, against all expenses (including attorneys’ fees), judgments, fines and amounts paid incurred in settlement actually and reasonably incurred by or on behalf of an Indemnitee in connection with defending any such action, suit or proceeding and any appeal therefrom. As a condition precedent to an Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. In the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance of the its final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article, which undertaking shall be accepted without reference to the financial ability of maximum extent permitted under the Indemnitee to make such repayment; and further provided that no such advancement of expenses shall DGCL, as the same exists or may hereafter be made under this Article if it is determined that (i) the Indemnitee did not act in good faith and in amended. If a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe his conduct was unlawful. The Corporation shall not indemnify an Indemnitee pursuant to this Article in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. In addition, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement. All determinations hereunder as to the entitlement of an Indemnitee to claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claims. It shall be made in each instance (a) by a majority vote defense to any such action that such indemnification or advancement of costs of defense are not permitted under the directors DGCL, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation consisting (including its board of persons who are not at that time parties directors or any committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee commencement of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directorssuch action that indemnification of, or if advancement of costs of defense to, the disinterested claimant is permissible in the circumstances nor an actual determination by the Corporation (including its board of directors so director any committee thereof, by independent legal counsel (who maycounsel, or stockholders) that such indemnification or advancement is not permissible shall be a defense to the extent permitted by law, be regular legal counsel to action or create a presumption that such indemnification or advancement is not permissible. In the Corporation) in a written opinion, or (d) by the stockholders event of the Corporation. The rights provided in this Article (i) shall not be deemed exclusive death of any other rights to which an Indemnitee may be entitled person having a right of indemnification under any lawthe foregoing provisions, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) such right shall inure to the benefit of the his or her heirs, executors executors, administrators, and administrators personal representatives. The rights conferred above shall not be exclusive of the Indemniteesany other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement, or otherwise. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees may additionally indemnify any employee or agents agent of the Corporation to the fullest extent permitted by law. As used herein, the term “proceeding” means any threatened, pending, or other persons serving completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding. NINTH: A director of the Corporation and such rights may shall not be equivalent topersonally 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 knowing violation of law, (iii) under Section 174 of the DGCL, or greater (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or less thanamendment of this Article Ninth by the stockholders of the Corporation shall be prospective only, those and shall not adversely affect any limitation on the personal liability of a director of the Corporation arising from an act or omission occurring prior to the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this ArticleArticle Ninth, a director shall not be liable to the Corporation or its stockholders to such further extent as permitted by any law hereafter enacted, including without limitation any subsequent amendment to the DGCL.