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NEO I SO SECTION 12 LIMITATION OF LIABILITY IN DAMAGES AND INDEMNITY 12.1 Limitation of Liabilitv in Damages of a Director. Other than in connection with an action or suit in which the only liability asserted against a Director is for voting for or assenting to a statutorily proscribed asset distribution or loan, a Director of the Corporation will be liable in damages for any action he takes or fails to take as a Director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission either undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation. 12.2 Indemnification. (a) To the fullest extent permitted by law and subject to the provisions of Section 12.2 b, the Corporation will defend, indemnify and save harmless each person, and the heirs, legal representatives, executors and administrators of such person, who is, or was, a Director, Member, Officer, employee, agent, or independent contractor of this Corporation or who is, or was, serving at the request of this Corporation and for the benefit of this Corporation in any of the foregoing capacities for another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise (all of the previously enumerated positions will be referred to as "Covered Positions," and the person so serving will be referred to as a"Covered Person"), against all costs and expenses (including, but not limited to, attorneys' fees and disbursements, judgments, fines, penalties and amounts paid in settlement) achzally and reasonably incurred by the Covered Person or imposed upon the Covered Person: (i) In connection with or arising out of any claim, action, suit, proceeding or investigation (or any issue or matter therein), whether civil, criminal, administrative, investigative, or whatever nature, to which the Covered Person is made or threatened to be made a party or in which the Covered Person is necessarily involved by reason of the fact that the Covered Person is, or was, serving in any one or more of the Covered Positions; and (ii) In connection with any negotiations or settlement thereof, or appeal therein. (b) The provisions of Section 12.2(a) will not be effective unless the Covered Person: (i) Is determined to have acted in good faith; (ii) Is detennined to have acted in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of any such corporation or enteiprise; and -16- Northcast Ohio SourcijigOfricc I 5422 F.ast 96th St. Suite 150 I p i 21G.58LCi200 %V?vw.ncoso.or Clevcland> OH 44125 f 216.581.6213 I