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1.
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The Corporation
will pay on his behalf and on behalf of his executors,
administrators or assigns, any amount which he is or becomes
legally obligated to pay because of’ any claim or claims made
against him because of any act or omission or neglect or breach of
duty, including any actual or alleged error which he commits while
acting in his capacity as a director or officer of the Corporation
and solely because of his being a director or officer. As used in
this paragraph, “claim” or “claims” include
any action or proceeding to which he is made or threatened to be
made a party, whether civil or criminal, including, but not limited
to, an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise in any
capacity. Further, the term “Corporation”, as used in
this Agreement shall be deemed to include any corporation of any
type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise served by
the undersigned in any capacity at the request of the Corporation.
The payments which the Corporation will be obligated to make
hereunder shall include, among others, damages, judgments,
settlements and costs, cost of investigation and costs of defense
of legal actions, claims or proceedings and appeals therefrom and
costs of attachment or similar bonds; provided, however, that the
Corporation shall not be obligated to pay fines or other
obligations or fees imposed by law or otherwise make any payments
hereunder which it is prohibited by applicable law from paying as
indemnity or for any other reason.
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