Apple 1999 Annual Report Download - page 102

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(other than directors and officers) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that
such person is or was an agent of the corporation. For purposes of this Article XVI, an "employee" or "agent" of the corporation (other than a
director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of
the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
SECTION 16.3: PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending any civil or criminal action or proceeding for
which indemnification is required pursuant to Section 16.1 or for which indemnification is permitted pursuant to Section 16.2 following
authorization thereof by the Board of Directors, shall be paid by the corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified as authorized in this Article XVI.
SECTION 16.4: INDEMNITY NOT EXCLUSIVE. The indemnification provided by this Article XVI shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of Incorporation.
SECTION 16.5: INSURANCE INDEMNIFICATION. The corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was an Agent of the corporation against any liability asserted against or incurred by such person in such capacity or
arising out of such person's status as such, whether or not the corporation would have the power to indemnify him against such liability under
the provisions of this Article XVI.
SECTION 16.6: CONFLICTS. No indemnification or advance shall be made under this Article XVI, except where such indemnification or
advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:
(a) That it would be inconsistent with a provision of the Articles of Incorporation, these bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
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