was serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation or enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 1701.13.
We maintain liability insurance for all of our directors and officers. The insurance also insures the Company against amounts payable to indemnify directors
and officers, subject to policy limits and retention amounts.
Under certain circumstances provided in Article V of our Amended and Restated Code of
Regulations and subject to Section 1701.13 of the Ohio General Corporation Law (which sets forth the conditions and limitations governing the indemnification of officers and directors), we will indemnify any of our current or former directors
or officers against losses, damages, or liabilities reasonably incurred by that director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. Article
V of our Amended and Restated Code of Regulations provides as follows:
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right of Indemnification.
Each Director, officer and member of a committee of this Corporation, and any person who may have served at the request of this Corporation as
a Director, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, such persons heirs, executors and administrators, shall be indemnified and held harmless by the Corporation, to
the furthest extent permitted by law as then in effect, against all costs and expenses reasonably incurred by such person concerning, or in connection with, the defense of any claim asserted or suit or proceeding brought against such person by
reason of that persons conduct or actions in such capacity at the time of incurring such costs or expenses, except costs and expenses incurred in relation to matters as to which such person shall have been willfully derelict in the performance
of that persons duty. Such costs and expenses shall include the cost of reasonable settlements (with or without suit), judgments, attorneys fees, costs of suit, fines and penalties and other liabilities (other than amounts paid by any
such person to this Corporation or any subsidiary thereof). The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any
proceeding in advance of its final dispositions (hereinafter an advancement of expenses). Any advancement of expenses shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 1. To the extent any
of the indemnification provisions set forth above prove to be ineffective for any reason in furnishing the indemnification provided, each of the persons named above shall be indemnified by the Corporation to the full extent authorized by Ohio law.
Section 2. Definition of Performance.
For the purposes of this Article, a Director, officer or member of a committee shall conclusively be deemed not to have been willfully derelict
in the performance of such persons duty as such Director, officer or member of committee:
(a) Determination by Suit. In a matter
which shall have been the subject of a suit or proceeding in which such person was a party which is disposed of by adjudication on the merits, unless such person shall have been finally adjudged in such suit or proceeding to, have been willfully
derelict in the performance of that persons duty as such Director, officer or member of a committee; or
(b) Determination by
Committee. In a matter not falling within (a) above, a majority of disinterested members of the Board of Directors or a majority of a committee of disinterested Shareholders of the Corporation,
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