ARTICLE XIV: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

PICA shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of PICA, provided that the indemnified person's acts were done in good faith and in a manner that the indemnified person reasonably believed to be in PICA's best interests and not criminal. For purposes of this Article, an "Agent" of PICA includes any person who is or was a Director, Officer, employee, or any other agent of PICA (including a member of any Supporting Organization, any Advisory Committee, the Nominating Committee, any other PICA Committee, or the Technical Liaison Group) acting within the scope of his/her responsibility; or is or was serving at the request of PICA as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of PICA against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not PICA would have the power to indemnify the agent against that liability under the provisions of this Article.