AG 1998 11 16 - Laserfiche WebLink

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settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), reasonable expenses incurred with respect to a Proceeding and reasonable expenses incurred in enforcing the indemnification rights provided herein. "Director", "officer", "employee", "committee member", and "agent" include, unless the context requires otherwise, the estate or personal representative of a director, officer, employee, or agent. "Corporation" shall include any domestic or foreign corporation absorbed in a merger which, if its separate existence had continued, would have had the obligation or power to indemnify its directors, officers, employees, committee members, or agents, so that a person who would have been entitled to receive or request indemnification from such corporation if its separate existence had continued shall stand in the same position with respect to the surviving corporation. ARTICLE VIII IMMUNITY OF DIRECTORS AND OFFICERS Section 1. Immunity. (a) Any person who at any time serves or has served as a director of the Corporation shall not be held personally liable for monetary damages arising out of an action whether by or in the right of the Corporation or otherwise for breach of any duty as a director. However, no such provision shall be effective with respect to (i) acts or omissions that the director at the time of the breach knew or believed were clearly in conflict with the best interests of the Corporation, (ii) any liability under Sections 55A-8-32 (Loans to or guaranties for directors and officers) or 55A-8-33 (Liability for unlawful loans or distributions) of the Act, (iii) any transaction from which the director derived an improper personal financial benefit, or (iv) acts or omissions occurring prior to the date the provision became effective. (b) A provision permitted by the Act in the Articles of Incorporation, Bylaws, or a contract or resolution indemnifying or agreeing to indemnify a'director against personal liability shall be fully effective whether or not there is a provision in the Articles of Incorporation limiting or eliminating personal liability. (c) Any person who at any time serves or has served as a director, officer, or committee member of the Corporation shall be immune individually from civil liability for monetary damages, except to the extent covered by insurance, for any act or failure to act arising out of this service, except where the person: (1) is compensated for such person's services beyond reimbursement for expenses; (2) was not acting within the scope of such person's official duties; (3) was not acting in good faith; (4) committed gross negligence or willful or wanton misconduct that resulted in the damage or injury; (5) derived an improper 10