(2) AUTHORIZE THE CORPORATION TO REDEEM ANY RIGHTS UNDER OR,
MODIFY, OR RENDER INAPPLICABLE, A STOCKHOLDER RIGHTS PLAN;

(3) ELECT ON BEHALF OF THE CORPORATION TO BE SUBJECT TO OR
REFRAIN FROM ELECTING ON BEHALF OF THE CORPORATION TO BE SUBJECT TO
ANY OR ALL OF THE PROVISIONS OF TITLE 3, SUBTITLE 8 OF THIS ARTICLE;

(4) MAKE A DETERMINATION UNDER THE PROVISIONS OF TITLE 3,
SUBTITLE 6 OR SUBTITLE 7 OF THIS ARTICLE; OR

(5) ACT OR FAIL TO ACT SOLELY BECAUSE OF:

(I) THE EFFECT THE ACT OR FAILURE TO ACT MAY HAVE ON AN
ACQUISITION OR POTENTIAL ACQUISITION OF CONTROL OF THE CORPORATION; OR

(II) THE AMOUNT OR TYPE OF ANY CONSIDERATION THAT MAY BE
OFFERED OR PAID TO STOCKHOLDERS IN AN ACQUISITION.

(E) AN ACT OF THE DIRECTORS A DIRECTOR OF A CORPORATION IS PRESUMED
TO SATISFY THE STANDARDS OF SUBSECTION (A) OF THIS SECTION.

(F) AN ACT OF A DIRECTOR RELATING TO OR AFFECTING AN ACQUISITION OR
A POTENTIAL ACQUISITION OF CONTROL OF A CORPORATION MAY NOT BE SUBJECT
TO A HIGHER DUTY OR GREATER SCRUTINY THAN IS APPLIED TO ANY OTHER ACT OF
A DIRECTOR

(G) NOTHING IN THIS SECTION CREATES A DUTY OF ANY DIRECTOR OF A
CORPORATION ENFORCEABLE OTHERWISE THAN BY THE CORPORATION OR IN THE
RIGHT OF THE CORPORATION.

2-406.

(a) [Except as provided in subsection (b) of this section and unless the charter
of the corporation provides otherwise, the] THE stockholders of a corporation may
remove any director, with or without cause, by the affirmative vote of a majority of all
the votes entitled to be cast for the election of directors, EXCEPT:

(1) AS PROVIDED IN SUBSECTION (B) OF THIS SECTION;

(2) AS OTHERWISE PROVIDED IN THE CHARTER OF THE CORPORATION;

OR

(3) FOR A CORPORATION THAT HAS ELECTED TO BE SUBJECT TO §
3-804(A) OF THIS ARTICLE.

(b) Unless the charter of the corporation provides otherwise:

(1) If the stockholders of any class or series are entitled separately to
elect one or more directors, a director elected by a class or series may not be removed
without cause except by the affirmative vote of a majority of all the votes of that class
or series;

(2) If a corporation has cumulative voting for the election of directors and
less than the entire board is to be removed, a director may not be removed without