Common use of REIMBURSEMENT OF EXPENSES FOLLOWING ADJUDICATION OF NEGLIGENCE Clause in Contracts

REIMBURSEMENT OF EXPENSES FOLLOWING ADJUDICATION OF NEGLIGENCE. Subject to SECTION 4 hereof and any provisions of SECTION 2 hereof to the contrary notwithstanding, the Company shall reimburse the Director for any expenses (including attorneys' fees) or amounts paid in settlement actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of any action or suit described in SECTION 2 hereof that results in an adjudication that the Director was liable for negligence (including gross negligence but not willful misconduct) in the performance of his duty to the Company; provided, however, that the Director acted in good faith and in a manner he believed to be in the best interests of the Company.