Section 2. Removal. The board of directors may remove any officer of the
corporation with or without cause at any time. In addition, an Appointing Officer may remove any officer elected by the Appointing Officer(s) with or without cause as provided in the resolutions of the board of directors referred to in
Section 1 of this Article V. Termination of an officers employment with the corporation also shall end his or her term as an officer. Election or appointment of an officer shall not of itself create contract rights.
Section 3. Vacancies. Any vacancy occurring in any office of the corporation may be filled by the board of directors or by the
Appointing Officer(s) authorized to elect officers to such vacant office.
Section 4. Powers and Duties. Officers shall have
such powers and duties in the management of the corporation as (a) are provided in these bylaws, (b) may be prescribed by the board of directors or by an officer authorized to do so by the board, and (c) generally pertain to their
respective offices, subject to the control of the board of directors and any officer to whom they report. One officer shall have responsibility for keeping the minutes of all proceedings of the board of directors, board committees and stockholders
in books provided for that purpose, and shall attend to the giving and service of all notices.
Section 5. Compensation. The
compensation of officers shall be determined by the board of directors; provided, however, that, unless otherwise provided by law, the board of directors may delegate the power to determine the compensation of any officer (other than the officer to
whom such power is delegated) to the independent members of the board, a committee of the board, the chairman of the board, the president or such other officers as may be designated by the board or a committee of the board.
ARTICLE VI. INDEMNIFICATION
Section 1. Rights to Indemnification and Advancement of Expenses. The corporation shall, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, (a) indemnify and hold harmless any person who was or is made or is threatened to be made a party to, or is otherwise involved in, any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a Proceeding), by reason of the fact that he or she is or was a director, officer or managing director (or its equivalent) of the corporation or, while serving as a director, officer or managing
director (or its equivalent) of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (a Covered Person), against all liability and loss suffered and expenses (including attorneys fees) reasonably incurred by such Covered Person in connection therewith, and (b) pay the
expenses (including attorneys fees) incurred by any such Covered Person in connection with any such Proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a Covered Person in advance of the
final disposition of the action, suit or proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should ultimately be determined that the Covered Person is not entitled to be indemnified
under this Article VI or otherwise; provided, however, that, except as provided in Section 3 of this Article VI with respect to Proceedings seeking to enforce rights to indemnification or advancement of expenses, the corporation shall be
required to indemnify and advance expenses to a Covered Person in connection with a Proceeding (or part thereof) initiated by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by
the board of directors of the corporation.
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