Laserfiche WebLink
<br />.;~, <br /> <br />SECTION 15 <br />INDEMNIFICATION <br /> <br />1. The Company shall indemnify any person who was or is an involuntary party or is <br />threatened to be made a party to any threatened, pending or contemplated action, <br />suit or proceeding, whether civiI! criminal, administrative, or investigative (other than <br />an action by or in the right of the Company) by reason of the fact that he is or was <br />a trustee, officer, employee, fiduciary or agent of the Company or is orwas serving, <br />at the request of the Company as a trustee, officer, employee, fiduciary or agent <br />of another Company, partnership, joint venture, trust or other enterprise, against <br />expenses (including attorney fees), judgments, fines and amounts paid in settlement <br />actually and reasonably incurred by him in connection with such action, suit, or <br />proceeding, if he acted in good faith and in a manner he reasonably believed to be <br />in the best interests of the Company and, with respect to any criminal action or <br />proceeding had 110 reasonable cause to believe his conduct was unlawful. The <br />termination of any action, suit, or proceeding by judgment, order, settlement, or <br />conviction, or upon a plea of nolo contendre or its equivalent shall not of itself create <br />a presumption that the person did not act in good faith and in a manner which he <br />reasonably believed to be in the best interest of the Company and, with respect to <br />any criminal action or proceeding, had reasonable cause to believe his conduct was <br />unlawful. <br /> <br />2, The Company shall indemnify any person who was or is a party defendant or is <br />threatened to be made a party to any threatened, pending or completed action or <br />suit by or in the right of the Company to procure a judgment in its favor by reason <br />of the fact that he is or was a trustee, officer, employee, fiduciary or agent of <br />another Company, partnership, joint venture, trust or other enterprise against <br />expenses (including attorney fees) actually and reasonably incurred by him in <br />connection with the defense or settlement or such action or suit if he acted in good <br />faith and a manner he reasonably believed to be in the best interest of the <br />Company; but no indemnification shall be made in respect to any claim, issue, or <br />matter as to which such person has been adjudged to be liable for negligence or <br />misconduct in the performance of his duty to the Company unless and only to the <br />extent that the court in which such action or suit was brought determines upon <br />application that despite the adjudication such person is fairly and reasonably <br />entitled to indemnification for such expenses which such court deems proper. <br /> <br />12 <br />