06-25-1990 Council Packet - Laserfiche WebLink

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'(1) has not been indemnified by another organization or employee benefit plan for the same Judgments, penalties, fines, including, without limitation,' excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable • ^ expenses, including attorneys' fees and disbursements, incurred by the person In connection with the proceeding with respect to the same acts or omissions; (2) acted In good faith; (3) received no improper personal benefit; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or emissions occurring in the official capacity described in Section 1, paragraph (c), clause <1) or (2) of this Artic'e, reasonably believed that the conduct was in the best Interests of the corporation, or in the case of acts of emissions oecurring in the official capacity described in Section 1, paragraph (c), clause (3), reasonably believed that the conduct was not opposed to the best interests of the corporation. If the person's acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee or agent of an emi loyee benefit plan, the conduct Is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan. • b. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere cr its equivalent does not, of Itself, establish that the person did not meet the criteria set forth in this Section 2. Section 3. Advances. Subject to the provisions of Section 4 of this Article, If a person Is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the corporation, to payment or reimbursement by the corporation of reasonable expenses, including attorneys' fees and disbursements,Incurred by the person in advance of the final disposition of the proceeding,'(a) upon receipt by the corporation of a written affirmation by the person of a good faith belief that'thecriterla for Indemnification :set .'forth In Section 2 of this 'Article, have;been satisfied and:a'written undertaking by the person to^repay^al Hamounts so paid or reimbursed by the'corporation. If it 'I®. that the criteria-for indemnification have not been sati3fied,uand.._£^J _ .^ ,t_,_...__ after a detennlnatlon that the if acts-then* known-to'those-making Ithe .u ' Jeterralnatlon would not preclude indemnification under this-Article. •T-- ■: : ■:. : .-r. --i; ; “-r. •••■!-