EFTA01448213.pdf

The termination of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nob annendcre or its equivalent, shall not, of itself, create a presumption that the person did nor act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (I)) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the officer, employee, or agent of the Corporation, or is or was serving at the request of the venture, trust, or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted: (1) in good faith; and (2) in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (c) To the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subparagraphs (a) and (b), or in defemse of any claim, issue, or matter therin, he or she shall be. indemnified agairist expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under subparagraphs (a) and (b) (unless ordered by a court) shall hijOade by the Corporation only as authorized in the. specific case upon n determination that he or she,bad met the applicable standard of conduct set forth in subparagraphs (a) and (b). Such determination shall be made: ts? (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in n written opinion; or (3) by the stockholders. Expenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amounts unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this article. (0 The indemnification pmvided by this Article shall not he deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both RS to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a 5 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0103158 CONFIDENTIAL SONY GM_00249342 EFTA01448213