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JUL-24-2003 10 -49 RATWIK ROSZAK MALONEY 612 339 0038 P ;09 Minnesota Statutes ZUU2, 317A.521 r age z of 4 (1) has not been indemnified by another organization or employee benefit plan for the same liability described in the preceding paragraph with respect to the same acts or omissions; ( 2) acted in good faith; (3) received no improper personal benefit and section 317A.255, if applicable, has been satisfied; {4} in the case of a criminal proceeding, did not have reasonable cause to believe the conduct was unlawful, and (5) in the case of acts or omissions occurring in the official capacity described in subdivision 1, paragraph (c) , clause (1) or M, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occiirring in the official capacity described in subdivision 1, paragraph (c) , clause (3), reasonably believed that the conduct was not opposed to the best interests of the corporation. If the person's acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan. (b) The termination of a proceeding by judgment, order, settlement, co Friction, or upon a plea of nolo contendere or its equivalent does -%not, cf itself, establish that the person did not meet the criteria in this subdivision. Subd* 3. Advances. Subject to subdivision 4, if a. person is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the corporation, to payment or reimbursement by the corporation of reasonable expenses, including attorneys fees wind disbursements, incurred by the person in advance of the final disposition of the proceeding: (1) upon receipt by the corporation of a written affirmation by the person of a good faith belief that the criteria for indemnification in subdivision 2 have been satisfied and a written undertaking by the person to repay the amounts paid or reirr bussed. by the corporation, if it is determined that the criteria for indemnification have not been satisfied; and (2 ) after a determination that the facts them known to those making the determination would not preclude indemnification under this section. The written undertaking rewired by clause ( 1) is an unlimited general obligation of the person making it, but need not be secured and must be accepted without reference to financial ability to make the repayment. su►bd * 4. Prohibition or limit on indemnification or advances. The . articles or bylaws may prohibit indemnification or advances of expenses required by this section or may impos e R 18 W` t� t r.n a t fa r �� • r� ri ` �' iw m� y f iv. iv 1` m „� ��- ,rn ,VIW a Ai ov�vy )lY W� �i µ�uwr� �ni ear ,iii ;1 1,n, Jl�