INDEMNIFICATION MANDATORY; STANDARD. (a) Subject to the provisions of Section 5, the Corporation shall indemnify a person made or threatened to be made a party to a Proceeding by reason of the former or present Official Capacity of the person against judgments, penalties, fines, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the Proceeding, if, with respect to the acts or omissions of the person complained of in the Proceeding, the person: (1) acted in good faith; (2) received no improper personal benefit and Minnesota Statutes, Section 302A.255, if applicable, has been satisfied; (3) in the case of a criminal Proceeding, had no reasonable cause to believe the conduct was unlawful; and (4) reasonably believed that the conduct was in the best interests of the Corporation. (b) The termination of a Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the criteria set forth in this Section 2.
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Samples: Indemnification Agreement (Lifecore Biomedical Inc)
