JUL-24-2003 10:49 RATWIK ROSZAK MALONEY
<br />imiesota Statutes 2002, 317A.521
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<br />Minne5ota Statutes 2002.. TablP
<br />I&IP of contents for Chapter 31 !A
<br />317A.521 Index ification.
<br />612 339 0038 P.07
<br />Vage i of 4
<br />Subdivision I. Definitions. (a) For purposes of this
<br />section, the terms defined in this subdivision have the meanings
<br />given-them.
<br />W "Corporation" includes a domestic or foreign
<br />corporation that was the predecessor of the corporation referred
<br />to in this section in a merger, consolidation, or other
<br />transaction ire which the predecessor's exi s tense ended upon
<br />completion of the transaction.
<br />W "official capacity" means:
<br />1) with respect to a director, the position of director in
<br />a corporation;
<br />(2) with respect to a person other than a director, the
<br />elective or appointive office or position helm by an officer,
<br />member of a committee of the board, or the employment
<br />relationship undertaken by an employee of the corporation; and
<br />(3) with rdapec t to a director, officer, or employee of the
<br />corporation who, while a director, officer, or employee of the
<br />corporation, is or was serving at the request of the corporation
<br />or whose duties in that position involve or involved service as
<br />a director, officer, partner, trustee, employee, or went of
<br />another organization or employee benefit plan, the position of
<br />that person as a director, officer, partner, trustee, employee,
<br />or agent, as the case may be, of the other organization or
<br />employee benefit plan.
<br />(d) 'Proceeding means a threatened, pending, pr completed
<br />civil, criminal., administrative, arbitration, or investigative
<br />proceeding, including a proceeding by or in the right of the
<br />corporation.
<br />(e) "Special legal counsel" means counsel who has not
<br />represented the corporation or a related organization, or a
<br />director, officer, member of a committee of the board, or
<br />employee whose indemnification is in issue.
<br />Subd . 2. Inde=ification manda tc ry j standard, (a)
<br />subject to subdivision 4, a corporation shall indemnify a person
<br />made or threatened to be made a party to a proceeding by reason
<br />of the former or present official capacity of the person against
<br />judgments, penalties , fines, including, without limitation,
<br />excise taxes assessed against the person with respect to an
<br />employee benefit plan, settlements, and reasonable expenses, a
<br />including attorneys fees and disbursements, incurred by the
<br />person in connection with the proceeding, if, with respect to
<br />the acts or omissions of the person complained of in the
<br />proceeding, the person:
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