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4.15 STANDARD OF CONDUCT QUALIFYING FOR INDEMNIFICATION The Organization shall indemnify each person, his/her heirs, executors and administrators, who is or was a Director, officer or employee of the Organization or another organization which he/she served as such at the request of the Organization, against any and all liability and reasonable expense that may be incurred by him/her in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of the Organization or such other organization or otherwise), civil, criminal, administrative or legislative, or in connection with an appeal relating thereto in which he/she may become involved, as a party or otherwise, by reason of his/her being or having been a Director, officer or employee of the Organization or such other organization, or by reason of any past or future action taken or not taken in his/her capacity as such Director, officer or employee, whether or not he/she continues to be such at the time such liability or express is incurred, provided such person acted in good faith, in what he/she reasonably believed to be the best interest of the Organization or such other organization as the case may be, and, in addition, in any criminal action, or proceeding, had no reasonable cause to believe that his/her conduct was unlawful. 4.15.1 DEFINITION OF LIABILITY AND EXPENSE As used in this Clause, the terms "liability" or 'expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, penalties against, and amounts paid in settlement by, a Director, officer or employee, other than amounts paid to the Organization itself or to such other organization served at the Organization's request. 4.15.2 EFFECT OF FAVORABLE COURT DECISIONS Any such Director, officer, or employee, who has been wholly successful, on the merits or otherwise, with respect to any claim, suit or proceeding of the character described herein, shall be entitled to indemnification as of right. 4.15.3 EFFECT OF FINDING OF RECKLESSNESS OR WILLFUL MISCONDUCT Indemnification pursuant to Clause 4.15 or its sub-clauses shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. 4.15.4 EFFECT OF ADVERSE COURT DECISION WITHOUT FINDING OF WILLFUL MISCONDUCT OR RECKLESSNESS The termination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent shall not create a presumption that a Director, officer or employee did not meet the standards of conduct set forth in Clause 4.15, except where there shall have been a judgment rendered specifically finding that the action or conduct of such Director, officer or employee referred to in Clause 4.15 constituted willful misconduct or recklessness. |