UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): May 17, 2006
HALLIBURTON
COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of
Incorporation)
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1-3492
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No.
75-2677995
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|
(Commission
File Number)
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(IRS
Employer Identification No.)
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|
1401
McKinney, Suite 2400, Houston, Texas
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77010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
759-2600
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN REPORT
Item
5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
May
17, 2006, the Registrant’s Board of Directors amended Halliburton’s By-laws. The
amendments include (i) revising the location where the list of stockholders
entitled to vote at each meeting of the stockholders will be open to examination
by stockholders prior to the meeting, (ii) revising the period for notice to
be
given of a special meeting of the stockholders, (iii) adding a provision
addressing committees of the Board of Directors, (iv) revising provisions
regarding meetings of the Board and committees of the Board, (v) revising the
provisions on officers appointed by the Board, (vi) revising the designation
of
officers that are authorized to sign stock certificates, (vii) deleting a
provision on checks and debt instruments, (viii) revising the provisions on
dividends, (ix) revising the provision on the manner of giving notice, and
(x)
deleting the provisions on divisions and divisional officers and on groups
and
group officers.
The
amended By-laws are attached to this report as Exhibit 3.1.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
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3.1
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By-laws
revised effective May 17, 2006.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HALLIBURTON
COMPANY
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||
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Date:
May 22, 2006
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By:
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/s/ Bruce A. Metzinger |
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Bruce
A. Metzinger
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||
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Assistant
Secretary
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EXHIBIT
INDEX
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3.1
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By-laws
revised effective May 17, 2006.
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EXHIBIT
3.1
HALLIBURTON
COMPANY
BY-LAWS
AS
AMENDED
Offices
1. The
registered office of the Corporation required by the Delaware General
Corporation Law to be maintained in the State of Delaware shall be in the City
of Wilmington, County of New Castle, State of Delaware, or at such other office
(which need not be a place of business or principal office of the Corporation)
as may be designated from time to time by the Board of Directors in the manner
provided by law, and the name of the agent in charge thereof shall be The
Corporation Trust Company. The Corporation shall also have offices in the City
of Houston, State of Texas, and at such other places as the Board of Directors
may, from time to time, appoint.
Seal
2. The
corporate seal shall have inscribed thereon around the margin the words
"Halliburton Company" and "Delaware" and across the center thereof the words
"Corporate Seal".
The
Secretary shall have custody of the corporate seal and the Secretary, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by the Secretary's
signature or by the signature of such Assistant Secretary.
Stockholders'
Meetings
3. All
meetings of the stockholders for the election of Directors shall be held in
the
City of Houston, State of Texas, at such place as may be fixed from time to
time
by the Board of Directors or at such other place either within or without the
State of Delaware as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Meetings of stockholders
for
any other purpose may be held at such time and place within or without the
State
of Delaware, as shall be stated in the notice of the meeting.
4. Annual
meetings of the stockholders shall be held on the third Wednesday in the month
of May each year if not a legal holiday, and if a legal holiday, then on the
next succeeding business day, at 9:00 a.m., or at such other date and time
as
shall be designated, from time to time, by the Board of Directors and stated
in
the notice of meeting, at which time the stockholders shall elect by a plurality
vote a Board of Directors, in the manner provided for in the Certificate of
Incorporation, and transact such other business as may be brought before the
meeting.
5. At
an
annual meeting of the stockholders, only business properly brought before the
meeting shall be conducted. To be properly brought before an annual meeting,
business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or
at
the direction of the Board, (ii) otherwise properly brought before the meeting
by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a stockholder. In addition
to
any other requirements, for business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than ninety (90) days prior to the first anniversary
date
of the immediately preceding annual meeting of stockholders of the Corporation.
A stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting, (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address,
as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of stock of the Corporation which
are beneficially owned by the stockholder, (d) a representation that the
stockholder or a qualified representative of the stockholder intends to appear
in person at the meeting to bring the proposed business before the annual
meeting, and (e) any material interest of the stockholder in such
business.
Notwithstanding
anything in the By-laws to the contrary, no business shall be conducted at
the
annual meeting except in accordance with the procedures set forth in this
Section 5; provided, however, that nothing in this Section 5 shall be deemed
to
preclude discussion by any stockholder of any business properly brought before
the annual meeting in accordance with these procedures.
The
Chairman of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Section 5, and any such business not
properly brought before the meeting shall not be transacted.
A
stockholder shall also comply with all applicable requirements of the Securities
and Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, with respect to the matters set forth in this Section
5.
6. Only
persons who are nominated in accordance with the following procedures shall
be
eligible for election as Directors. Nominations of persons for election to
the
Board of Directors of the Corporation may be made at a meeting of stockholders
(i) by or at the direction of the Board of Directors by any nominating committee
or person appointed by the Board or (ii) by any stockholder of the Corporation
entitled to vote for the election of Directors at the meeting and who complies
with the notice procedures set forth in this Section 6. Such nominations, other
than those made by or at the direction of the Board, shall be made pursuant
to
timely notice in writing to the Secretary. To be timely, a stockholder's notice
shall be delivered to or mailed and received at the principal executive offices
of the Corporation (a) with respect to an election to be held at the annual
meeting of stockholders, not less than ninety (90) days prior to the first
anniversary date of the immediately preceding annual meeting of stockholders
of
the Corporation and (b) with respect to an election to be held at a special
meeting of stockholders, not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the special meeting
was mailed to stockholders or public disclosure of the date of the special
meeting was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth (x) as to each person whom the stockholder proposes
to
nominate for election or re-election as a Director, (i) the name, age, business
address and residence address of the person, (ii) the principal occupation
or
employment of the person, (iii) the class and number of shares of capital stock
of the Corporation which are beneficially owned by the person, and (iv) all
other information relating to the person that is required to be disclosed in
solicitations for proxies for election of Directors, or is otherwise required,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy statement
as a nominee and to serve as a Director, if elected); and (y) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number of shares
of capital stock of the Corporation which are beneficially owned by the
stockholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as Director of the
Corporation. Other than Directors chosen pursuant to the provisions of Section
13, no person shall be eligible for election as a Director of the Corporation
unless nominated in accordance with the procedures set forth
herein.
The
Chairman of the meeting shall, if the facts warrant, determine and declare
to
the meeting that a nomination was not made in accordance with the foregoing
procedure, and the defective nomination shall be disregarded.
A
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder,
with
respect to the matters set forth in this Section 6.
7. The
holders of a majority of the voting stock issued and outstanding, present in
person, or represented by proxy shall constitute a quorum at all meetings of
the
stockholders for the transaction of business.
8. At
each
meeting, every stockholder shall be entitled to vote in person or by proxy
and
shall have one (1) vote for each share of voting stock registered in his name
on
the stock books except as provided in Section 13 hereof.
9. Written
notices of the annual meeting shall be mailed not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting directed to his address as it appears on the records
of
the Corporation.
10. A
complete list of the stockholders entitled to vote at each meeting of the
stockholders, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder
shall be prepared and shall be open to the examination of any stockholder,
for
any purpose germane to the meeting during ordinary business hours, for a period
of at least ten (10) days prior to the meeting at the principal place of
business of the Corporation. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
11. Special
meetings of the stockholders may be called by the Chairman of the Board, the
Chief Executive Officer, the President (if a Director), the Board of Directors,
or by stockholders owning a majority of the voting stock issued and
outstanding.
12. Written
notice of a special meeting of stockholders shall be mailed not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting directed to his address as it
appears on the records of the Corporation.
13. Cumulative
voting shall not be allowed. Each stockholder shall be entitled, at all
elections of Directors of the Corporation, to as many votes as shall equal
the
number of shares of stock held and owned by him and entitled to vote at such
meeting under Article EIGHTH of the Certificate of Incorporation, as amended,
for as many Directors as there are to be elected, unless such right to vote
in
such manner is limited or denied by other provisions of the Certificate of
Incorporation.
Vacancies
caused by the death or resignation of any Director and newly created
directorships resulting from any increase in the authorized number of Directors
may be filled by a vote of at least a majority of the Directors then in office,
though less than a quorum, and the Directors so chosen shall hold office until
the next annual meeting of the stockholders.
Board
of Directors and Committees
14. The
property and business of the Corporation shall be managed by its Board of
Directors. The number of Directors which shall constitute the whole Board shall
not be less than eight (8) nor more than twenty (20). Within these limits,
the
number of Directors shall be determined by resolution of the Board of Directors
or by the stockholders at the annual meeting. Each Director shall be elected
to
serve for the term of one (1) year and until his successor shall be elected
and
shall qualify.
15. The
Directors shall hold their meetings in Houston, Texas, and at such other places
as they may designate, and may keep the books of the Corporation outside of
Delaware, in the City of Houston, Texas, or at such other places as they may,
from time to time, determine.
16. In
addition to the powers and authorities conferred by these By-laws, the Board
may
exercise all such powers of the Corporation and do all such lawful acts and
things as are permitted by the Certificate of Incorporation and not by statute
required to be exercised or done by the stockholders.
17. Each
member of the Board shall be paid such fee as the Board of Directors may, from
time to time, by resolution determine.
18. The
Board
of Directors may, by resolution passed by a majority of the Board, designate
one
or more committees, each committee to consist of one or more of the Directors
of
the Corporation. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member
at
any meeting of the committee. In the absence or disqualification of a member
of
a committee, the member or members present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Directors in the management of the business and affairs
of
the Corporation.
16
Meetings
of the Board and Standing and Special Committees
19. Immediately
after each annual stockholders' meeting, the newly elected Board shall meet
and
for the ensuing year elect such officers as may be determined by the Board
and
shall attend to such other business as may come before the Board.
20. Regular
meetings of the Board and standing or special committees of the Board may be
held without notice at such time and place as shall be determined by the Board
or the committees, as applicable.
21. At
all
meetings of the Board and standing or special committees, a majority of
Directors or committee members, as applicable, shall constitute a
quorum.
22. Special
meetings of the Board or standing or special committees may be called by the
Chairman of the Board, a Director, the Chief Executive Officer, the President
(if a Director) or the Secretary upon one (1) day's notice to each Director
or
committee member, as applicable, either personally or in the manner permitted
by
Section 29.
Officers
23. The
Board
of Directors shall elect a President and a Secretary, and shall choose a
Chairman of the Board from among its members. The Board of Directors may
also elect one or more Vice Presidents (any
one
or more of whom may be designated Executive Vice President or Senior Vice
President),
one or
more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers,
and such other officers as the Board deems appropriate. Each such officer
shall hold office after his election until his successor is elected and
qualified or until his earlier resignation or removal. Any officer may
resign at any time upon written notice to the Corporation. The Board of
Directors may remove any officer with or without cause at any time, but such
removal shall be without prejudice to the contractual rights of such officer,
if
any, with the Corporation. Any number of offices may be held by the same
person. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise may be filled by the Board of Directors at
any
regular or special meeting.
24. The
officers of the Corporation shall have such powers and duties in the management
of the Corporation as may be prescribed in a resolution by the Board of
Directors and, to the extent not so provided, as generally pertain to their
respective offices, subject to the control of the Board of Directors. The
Board of Directors may require any officer, agent or employee to give security
for the faithful performance of his duties.
Capital
Stock
25. (a) Shares.
The
shares of the Corporation shall be represented by certificates or shall be
uncertificated. Each registered holder of shares, upon request to the
Corporation, shall be provided with a certificate of stock, representing the
number of shares owned by such holder. Absent a specific request for such a
certificate by the registered owner or transferee thereof, all shares shall
be
uncertificated upon the original issuance thereof by the Corporation or upon
the
surrender of the certificate representing such shares to the
Corporation.
The
Board
of Directors shall have power and authority to make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
uncertificated shares or certificates for shares of stock of the
Corporation.
(b) Certificates
for Shares of Stock.
The
certificates for shares of stock of the Corporation shall be in such form,
not
inconsistent with the Certificate of Incorporation, as shall be approved by
the
Board of Directors. All certificates shall be signed by the Chairman of the
Board, the President, or any Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Corporation and
countersigned by an independent transfer agent and registered by an independent
registrar. Any or all of the signatures may be facsimiles if permitted by the
regulations of the New York Stock Exchange then in effect.
In
case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall cease to be such officer,
transfer agent or registrar before such certificate is issued, it may
nevertheless be issued and delivered by the Corporation with the same effect
as
if such person were such officer, transfer agent or registrar at the date of
issue.
All
certificates for shares of stock shall be consecutively numbered as the same
are
issued. The name of the person owning the shares represented thereby with the
number of such shares and the date of issue thereof shall be entered on the
books of the Corporation.
(c) Statements
Relating to Uncertificated Shares.
Within
two (2) business days after uncertificated shares have been registered, the
Corporation or its transfer agent shall send to the registered owner thereof
a
written statement containing a description of the issue of which such shares
are
a part, the number of shares registered, the date of registration and such
other
information as may be required or appropriate.
Transfer
of Shares
26. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue
or
cause to be issued uncertificated shares or, if requested by the appropriate
person, a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books. Upon receipt of proper
transfer instructions from the registered owner of uncertificated shares, such
uncertificated shares shall be canceled and issuance of new equivalent
uncertificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the Corporation.
Record
Dates
27. In
order
that the Corporation may determine the stockholders entitled to notice of or
to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board may fix,
in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting or such action. A determination
of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.
Dividends
28. Dividends
upon the capital stock may be declared by the Board at any regular or special
meeting.
Notice
29. Whenever,
under the provisions of these By-laws, notice is required to be given by the
Corporation, such notice shall be in writing and shall be given (and shall
be
deemed to be duly received at the time so given) by personal delivery, by
express courier service or by mail, postage prepaid, to the person to whom
notice is required, at such address as appears on the records of the
Corporation. Notice may also be given by electronic transmission (if consented
to, in the case of stockholders), which notice shall be deemed to have been
given when sent or transmitted.
30. Any
stockholder, Director or officer may waive any notice required to be given
under
these By-laws.
16
Amendment
or Repeal of By-laws
31. These
By-laws may be altered or repealed at any regular meeting of the stockholders,
or at any special meeting of the stockholders at which a quorum is present
or
represented, provided notice of the proposed alteration or repeal be contained
in the notice of such special meeting, by the affirmative vote of the majority
of the stockholders entitled to vote at such meeting and present or represented
at the meeting, or by the affirmative vote of the majority of the Board of
Directors at any regular meeting of the Board, or at any special meeting of
the
Board, if notice of the proposed alteration or repeal be contained in the notice
of such special meeting; provided, however, that no change in these By-laws
setting the time or place of the meeting for the election of Directors shall
be
made within sixty (60) days next before the day on which such meeting is to
be
held, and that in case of any change in such time or place, notice thereof
shall
be given to each stockholder in person or by letter mailed to his last known
post office address at least twenty (20) days before the meeting is
held.
Provisions
for National Emergencies
32. During
periods of emergency resulting from an attack on the United States or on a
locality in which the Corporation conducts its business or customarily holds
meetings of its Board of Directors or its stockholders, or during any nuclear
or
atomic disaster, or during the existence of any catastrophe, or other similar
emergency condition, the following provisions shall apply notwithstanding any
different provisions elsewhere contained in these By-laws:
(a) Whenever,
during such emergency and as a result thereof, a quorum of the Board of
Directors or a standing or special committee thereof cannot readily be convened
for action, a meeting of such Board or committee thereof may be called by any
officer or Director by a notice of the time and place given only to such of
the
Directors as it may be feasible to reach at the time and by such means as may
be
feasible at the time, including publications or radio. The Director or Directors
in attendance at the meeting shall constitute a quorum; provided, however,
that
the officers or other persons present who have been designated on a list
approved by the Board before the emergency, all in such order of priority and
subject to such conditions and for such period of time as may be provided in
the
resolution approving such list, or in the absence of such a resolution, the
officers of the Corporation who are present, in order of rank, and within the
same rank in order of seniority, shall to the extent required to provide a
quorum be deemed Directors for such meeting.
(b) The
Board, both before or during any such emergency, may provide, and from time
to
time modify, lines of succession in the event that during such emergency any
or
all officers or agents of the Corporation shall for any reason be rendered
incapable of discharging their duties.
(c) The
Board
both before or during any such emergency, may, effective as of the emergency,
change the head office or designate several alternative head offices or regional
offices, or authorize the officers so to do.
(d) No
officer, Director or employee acting in accordance with this Section shall
be
liable except for willful misconduct.
(e) To
the
extent not inconsistent with this Section, all other Sections of these By-laws
shall remain in effect during any emergency described in this Section and upon
termination of the emergency, the provisions of this Section shall cease to
be
operative.
Indemnification
33. (a) Each
person who was or is made a party or is threatened to be made a party to or
is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), 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 or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA, excise taxes or penalties and amounts paid or
to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person
who
has ceased to serve in the capacity which initially entitled such person to
indemnity hereunder and shall inure to the benefit of his or her heirs,
executors and administrators; provided,
however,
that
the Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only
if
such proceeding (or part thereof) was authorized by the Board of Directors
of
the Corporation. The right to indemnification conferred in this Section 33
shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in
his
or her capacity as a director or officer (and not in any other capacity in
which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery
to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that
such
director or officer is not entitled to be indemnified under this Section or
otherwise.
(b) If
a
claim under Paragraph (a) of this Section 33 is not paid in full by the
Corporation within ninety 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 be entitled to be paid also the expense
of
prosecuting such claim. It shall be a defense to any such action (other than
an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant
has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant
has
not met such applicable standard of conduct, shall be a defense to the action
or
create a presumption that the claimant has not met the applicable standard
of
conduct.
(c) The
right
to indemnification and the advancement and payment of expenses conferred in
this
Section 33 shall not be exclusive of any other right which any person may have
or hereafter acquire under any law (common or statutory), provision of the
Certificate of Incorporation of the Corporation, By-law, agreement, vote of
stockholders or disinterested directors or otherwise.
(d) The
Corporation may maintain insurance, at its expense, to protect itself and any
person who is or was serving as a director or officer of the Corporation or
is
or was serving at the request of the Corporation as a director or officer 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 person against such expense, liability or
loss
under the Delaware General Corporation Law.
(e) If
this
Section 33 or any portion hereof shall be invalidated on any ground by any
court
of competent jurisdiction, then the Corporation shall nevertheless indemnify
and
hold harmless each director or officer of the Corporation as to costs, charges
and expenses (including attorneys' fees), judgments, fines and amounts paid
in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative to the full extent permitted by any
applicable portion of this Section 33 that shall not have been invalidated
and
to the full extent permitted by applicable law.
Revised
effective May 17, 2006