CHAPTER 289

FORMERLY

SENATE BILL NO. 533

AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE DELAWARE GENERAL CORPORATION LAW.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two- thirds of all members elected to each House thereof concurring therein):

Section 1. Amend subsection (b)(6) of Section 102, Title 8, Delaware Code, by deleting the period at the end of the subsection and substituting therefor a semicolon.

Section 2. Amend subsection (b) of Section 102, Title 8, Delaware Code, by adding a new subsection (7) to read as follows:

"(7) A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or Its stockholders, (Li) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (ill) under section 174 of this Title, or (Iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in this subsection to a director shall also be deemed to refer to a member of the governing body of a corporation which is not authorized to issue capital stock."

Section 3. Amend subsection (b) of Section 145, Title 8, Delaware Code, by deleting the phrase "for negligence or misconduct in the performance of his duty."

Section 4. Amend the first sentence of subsection (e) of Section 145, Title 8, Delaware Code, by (0 deleting the phrase "as authorized by the board of directors in the specific case," (b) deleting the word "unless" after the word "amount" and substituting therefor the word "if" and (c) by adding the word "not" after the phrase "determined that he is".

Section 5. Amend subsection (f) of Section 145, Title 8, Delaware Code, by (a) adding to the first sentence thereof the words "and advancement of expenses'. after the phrase "the indemnification", (b) adding to that sentence the phrase ", or granted pursuant to, the other subsections or after the words "provided by", (c) adding to that sentence the phrase "or advancement of expenses" after the phrase "socking indemnification", (d) deleting the comma after the word "office" and substituting therefor a period, and (c) deleting from that sentence the phrase "and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person".

Section 6. Amend Section 145, Title 8, Delaware Code, by adding a new subsection (J) to read as follows:

The indemnification and advancement of expenses provided by, or granted pursuant to this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person."

Section 7. This Act shall become effective on July 1, 1986.

Approved June 18, 1986.