Harley Davidson 2012 Annual Report Download - page 132

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11
(a) “Authority” shall mean the persons or entity selected by the Director or Officer
to determine his or her right to indemnification pursuant to Section 5.04.
(b) “Board” shall mean the entire then elected and serving Board of Directors of
the Corporation, including without limitation all members thereof who are
Parties to the subject Proceeding or any related Proceeding.
(c) “Breach of Duty” shall mean the Director or Officer breached or failed to
perform his or her duties to the Corporation and his or her breach of or failure
to perform those duties is determined, in accordance with Section 5.04, to
constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4 of the Statute.
(d) “Corporation,” as used herein and as defined in the Statute and incorporated by
reference into the definitions of certain other capitalized terms used herein,
shall mean this corporation, including, without limitation, any successor
corporation or entity to this corporation by way of merger, consolidation or
acquisition of all or substantially all of the capital stock or assets of this
corporation.
(e) “Corporation Affiliate” shall include, without limitation, any corporation,
partnership, limited liability company, joint venture, employee benefit plan,
trust or other enterprise, whether domestic or foreign, that is an Affiliate (as
defined in Section 1.02(d)(i) of these by-laws) of the Corporation.
(f) “Director or Officer” shall have the meaning set forth in the Statute; provided,
that, for purposes of this Article V, (i) “Director or Officer” shall include a
director or officer of a Subsidiary (whether or not otherwise serving as a
Director of Officer), (ii) the term “employee benefit plan” as used in
Section 180.0850(2)(c) of the Statute shall include an employee benefit plan
sponsored, maintained or contributed to by a Subsidiary and (iii) it shall be
conclusively presumed that any Director or Officer serving as a director,
officer, partner, member, trustee, member of any governing or
committee, manager, employee or agent of a Corporation
Affiliate shall be so serving at the request of the Corporation.
(g) “Disinterested Quorum” shall mean a quorum of the Board who are not Parties
to the subject Proceeding or any related Proceeding.
(h) “Expenses” shall mean and include fees, costs, charges, disbursements,
attorney fees and any other expenses incurred in connection with a Proceeding.
(i) “Liability” shall mean and include the obligation to pay a judgment,
settlement, penalty, assessment, forfeiture or fine, including an excise tax
assessed with respect to an employee benefit plan, and reasonable Expenses.
(j) “Party” shall have the meaning set forth in the Statute; provided, that, for
purposes of this Article V, the term “Party” shall also include any Director or
Officer or employee of the Corporation who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.