Actions Other Than By The Company. The Company shall indemnify any Person who was or is a party, or is threatened to be made party, to any proceeding (other than an action by or in the right of this Company) by reason of the fact that such Person is or was an agent of this Company, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that Person acted in good faith and in a manner that person reasonably believed to not be contrary to the best Interests of this Company and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Company or that the Person had reasonable cause to believe that the Person’s conduct was unlawful.
Actions Other Than By The Company. In the event Executive was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, the Company shall indemnify him against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Executive did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company or that Executive had reasonable cause to believe that his conduct was lawful. No indemnification shall be made under this Section 15 in connection with any other proceeding charging that Executive derived an improper personal benefit, whether or not involving action in his official capacity, in which proceeding he is adjudged liable on the basis that he derived an improper personal benefit.
