ARTICLE VIII. IDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the West Virginia, the corporation shall
indemnify any director, officer, employee, or agent, or former member, director, officer,
employee, or agent of the corporation, or any person who may have served at the
corporation’s request as a director or officer of another corporation (each of the foregoing
members, directors, officers, employees, agents, and persons is referred to in this Article
individually as an “indemnitee”), against expenses actually and necessarily incurred by such
indemnitee in connection with the defense of any action, suit, or proceeding in which that
indemnitee is made a party by reason of being or having been such member, director, officer,
employee, or agent, except in relation to matters as to which that indemnitee shall have been
adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the
performance of a duty. The foregoing indemnification shall not be deemed exclusive of any
other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of
the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending 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, if authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be
determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or
was a member, director, officer, employee, or agent against any liability asserted against such
person and incurred by such person in any such capacity or arising out of such person’s status
as such, whether or not the corporation would have the power or obligation to indemnify such
person against such liability under this Article.