The employer shall indemnify and hold harmless the board of trustees, any employee
or any other person or entity to whom responsibilities, whether fiduciary or otherwise,
under the plan and trust have been allocated or delegated pursuant to the procedures
set out herein from judgments, fines, penalties, amounts paid in settlement and other
costs, expenses, and losses of any kind whatsoever resulting from actions taken in
connection with or relating to the plan and trust including, without limitation, attorneys'
fees and expenses, but with respect to amounts paid in settlement, only those amounts
paid in those settlements approved by the employer, which approval cannot be unreasonably
withheld, except where such person or entity has been guilty of gross negligence,
knowing and intentional misconduct or lack of good faith. It is not the intention
of this section to exculpate any person or entity for his, her, or its actions or
for breach of his, her, or its responsibilities, whether fiduciary or otherwise, but
this section is instead an agreement to pay such judgments, fines, penalties, amounts
paid in settlement and other costs, expenses, and losses and liabilities of such person
or entity that may arise from the performance of such duties, but only to the extent
such indemnification is not precluded by such person's or entity's own conduct under
the standards set forth above, not covered by insurance, and not prohibited by applicable
law. If any such indemnification is requested, the employer shall cause a determination
to be made as to whether the indemnification of the party requesting indemnification
is permitted under the standards and tests set forth above. Upon any such determination
that such indemnification is permitted, the employer shall make indemnification payments
of all such judgments, fines, penalties, amounts paid in settlement, and other costs,
expenses, and losses asserted against, or paid or incurred in his, her, or its capacity
under the plan and trust against which he, she, or it is indemnified pursuant to the
foregoing. The indemnification obligations of the employer set forth herein shall
not be deemed exclusive of any other rights, in respect of indemnification or otherwise,
to which any such person or entity may be entitled under any resolution or action
concerning indemnification adopted by the employer.
