Section 2. All officers of the Corporation elected by the Board
shall hold office for such terms as may be determined by the Board or until their respective successors are chosen and qualified. Any officer may be removed from office at any time either with or without cause by affirmative vote of a majority of
the members of the Board then in office, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board.
Section 3. Each of the officers of the Corporation elected by the Board or appointed by an officer in accordance
with these Bylaws shall have the powers and duties prescribed by law, by these Bylaws or by the Board and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by these
Bylaws or by the Board or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. Subject to the authority of the Board, the Chief Executive Officer shall have authority over the general direction of
the affairs of the Corporation.
Section 4. Unless otherwise provided in these Bylaws, in the absence or
disability of any officer of the Corporation, the Board may, during such period, delegate such officers powers and duties to any other officer or to any director and the person to whom such powers and duties are delegated shall, for the time
being, hold such office.
ARTICLE IV
INDEMNIFICATION
Section 1. To the fullest extent permitted by the laws of the State of Delaware, as it presently exists or may
hereafter be amended, the Corporation shall indemnify and hold harmless any person (and such persons heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved (including, without
limitation, as a witness) in any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other threatened or actual proceeding (brought in the right
of the Corporation or otherwise), whether civil, criminal, administrative, legislative, congressional or investigative, and whether formal or informal, and whether the basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other capacity while serving as a director or officer, including appeals (all such actions, suits or proceedings, including appeals, are referred to herein as Actions or Proceedings), by reason of the
fact that such person, or a person for whom such person was the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, representative or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise (including, without limitation, any trade
associations), from and against all loss and liability suffered and expenses (including, without limitation, attorneys fees and ERISA excise taxes or penalties), judgments, fines and amounts paid in settlement reasonably incurred by such
person or such heirs, executors or administrators in connection with such Action or Proceeding, all to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto). Without limiting the scope of this Section 1, the foregoing indemnification shall cover any acts or omissions by any
person
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