INDEMNIFICATION
7.1 Definitions:
.01 “Applicant” means the person seeking indemnification pursuant to this Article.
.02 “Expenses” includes legal fees.
.03 “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
.04 “Official Capacity” means (I) when used with respect to an Officer , the office of a member of the Executive Council of the Corporation; or (ii) when used with respect to an individual other than the Officer, the office in the Corporation held by the Officer or the employment or agency relationship undertaken by the employee on behalf of the Corporation. “Official Capacity” does not include service for any other foreign or domestic Corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
.05 “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
.06 “Proceeding” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal.
7.2 The Corporation shall indemnify any person who was or is a party to any proceeding, including a proceeding by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he or she is or was an Officer, member of the Executive Council, or employee or agent of the Corporation, or is or was serving at the request of the Corporation as a trustee, partner or Officer of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection with such proceeding if (i) he or she believed, in the case of conduct in his or her official capacity, that his or her conduct was in the best interest of the Corporation, and in all other cases that his or her conduct was at least not opposed to its best interests, and, in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (ii) he or she was not guilty of gross negligence or willful misconduct.
7.3 Not withstanding section 7.2 of this Article: No indemnification shall be made in connection with any proceeding charging the applicant with improper benefit to himself or herself, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. To the extent that the applicant has been successful on the merits or otherwise in defense of any proceeding referred to in Section 7.2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses actually incurred by him or her in connection therewith.
7.4 All decisions with regard to indemnification shall be made by a majority vote of the Executive Council, excluding the vote of any member who is the subject of such vote.
7.5 The foregoing right of indemnification shall not be exclusive of other rights to which any such member of the Executive Council or Officer may be entitled as a matter of law.
7.6 Expenses covered by such indemnification shall include the cost of reasonable settlements (other than amounts paid to the Corporation itself), made with a view to curtailing costs of litigation whenever the best interests of the Corporation are served. In determining the reasonableness of any settlement, the judgment of the Executive Council shall be final.
7.7 The Corporation shall have the power to purchase Directors and Officers liability insurance on behalf of any such person who is or was a member of the Executive Council or Officer of the Corporation.
