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Exhibit
10.2
ARTICLE
NINE
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER
AGENTS
9.1
Indemnification of Directors and
Officers.
The
Corporation shall, to the maximum extent and in the manner
permitted by the North Carolina Business Corporation Act,
indemnify each of its directors and officers against expenses
(including attorneys' fees), judgments, fines, settlements and
other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such
person is or was an agent of the Corporation. For purposes of
this Section 9.1, a "director" or "officer" of the Corporation
includes any person (a) who is or was a director or officer of
the Corporation, (b) who is or was serving at the request of
the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise, or (c) who was a director or officer of a
Corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such
predecessor corporation.
9.2
Indemnification of Others.
The
Corporation shall have the power, to the maximum extent and in
the manner permitted by the North Carolina Business
Corporation Act, to indemnify each of its employees and agents
(other than directors and officers) against expenses(including
attorneys' fees), judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with
any proceed
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