Page 10 - KSTshul Documents

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Trust and Confidence were not breached by the director or officer of the
Amutah.
b. Reasonable legal expenses including lawyer's fees, that the director or officer
expended due to an investigation or procedure that was conducted by an
authority sanctioned to conduct such an investigation or procedure, which was
then concluded without the filing of an indictment and without the imposition of
a financial liability as an alternative to a criminal procedure; or that was then
concluded without the filing of an indictment, but with the imposition of a
financial liability as an alternative to a criminal procedure which does not require
proof of criminal intent.
c. Reasonable legal expenses including lawyer's fees, that the director or officer
expended or was charged with as required by the court, in a procedure filed
against the director or officer by the Amutah or in its name, or by a third party,
or as a result of a criminal indictment which does not require proof of criminal
intent.
d. Breach of the Duty of Trust and Confidence toward the Amutah, provided that
the director or officer acted in good faith, and had presupposition that those
actions would not cause damages to the Amutah.
e. Breach of the Duty of Care that was performed with negligence, but not with
recklessness or intent.
f. Notwithstanding the aforementioned clauses a.–e. above, the Amutah will not
indemnify a director or officer in circumstances in which a director or officer
acted with the intent to illegally generate personal gain, or as a result of an
imposed fine or penalty.
3. The board will be permitted to enter into a contract with an insurance provider to
provide a policy which insures the directors and officers of the Amutah against personal
claims of compensation laid against them as a result of actions carried out while serving
as directors or officers of the Amutah, including any of the following:
a. Breach of the Duty of Care toward the Amutah or a third party that was
performed with negligence, but not with recklessness or intent;
b. Breach of the Duty of Trust and Confidence toward the Amutah, provided that
the director or officer acted in good faith, and had presupposition that those
actions would not cause damages to the Amutah;
c. A financial liability imposed upon a director or officer by a third party;
d. Notwithstanding the aforementioned clauses a.–c. above, the Amutah will not
insure a director or officer in circumstances in which a director or officer acted
with the intent to illegally generate personal gain, or as a result of an imposed
fine or penalty.