Article XV - Indemnification of Officers and Directors
Each director and officer of this corporation and each person who shall serve at its request as a director or officer, whether or not then in office, and his personal representative shall be defended and indemnified by the corporation against all costs and expenses actually and necessarily incurred in connection with the defense settlement or adjudication of any action, suit, or proceedings in which such person is involved by reason of being or having been such a director or officer, except in relation to matters which such person shall be finally adjudged in such action, suit or proceeding to have acted with gross negligence or willful misconduct in the performance of duty. The foregoing right of indemnification shall not be exclusive of other rights to which the officer or director may be entitled as a matter of law or by agreement. Any disputes or controversies arising under this article shall be submitted to the arbitration of a disinterested person, mutually chosen by the parties affected whose decision shall be binding and conclusive upon all parties; such dispute shall be arbitrated pursuant to the rules of the American Arbitration Association.