Harley Davidson 2012 Annual Report Download - page 135

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14
(d) If the Authority determines that indemnification is required hereunder, then the
Corporation shall pay the entire requested amount of Liabilities (net of any
Expenses previously advanced pursuant to Section 5.05), including interest
thereon at a reasonable rate, as determined by the Authority, within ten days of
receipt of the Authority’s opinion; provided, that, if it is determined by the
Authority that a Director or Officer is entitled to indemnification against
Liabilities’ incurred in connection with some claims, issues or matters, but not
as to other claims, issues or matters, involved in the subject Proceeding, then
the Corporation shall be required to pay (as set forth above) only the amount of
such requested Liabilities as the Authority shall deem appropriate in light of all
of the circumstances of such Proceeding.
(e) The determination by the Authority that indemnification is required hereunder
shall be binding upon the Corporation, regardless of any prior determination
that the Director or Officer engaged in a Breach of Duty.
(f) All Expenses incurred in the determination process under this Section 5.04 by
either the Corporation or the Director or Officer, including, without limitation,
all Expenses of the selected Authority, shall be paid by the Corporation.
5.05 Mandatory Allowance of Expenses.
(a) The Corporation shall pay or reimburse from time to time or at any time,
within ten days after the receipt of the Director’s or Officer’s written request
therefor, the reasonable Expenses of the Director or Officer as such Expenses
are incurred; provided, the following conditions are satisfied:
(i) The Director or Officer furnishes to the Corporation an executed
written certificate affirming his or her good faith belief that he or she
has not engaged in misconduct which constitutes a Breach of Duty; and
(ii) The Director or Officer furnishes to the Corporation an unsecured
executed written agreement to repay any advances made under this
Section 5.05 if it is ultimately determined by an Authority that he or
she is not entitled to be indemnified by the Corporation for such
Expenses pursuant to Section 5.04.
(b) If the Director or Officer must repay any previously advanced Expenses
pursuant to this Section 5.05, then such Director or Officer shall not be
required to pay interest on such amounts.
5.06 Indemnification and Allowance of Expenses of Certain Others.
(a) The Board may, in its sole and absolute discretion as it deems appropriate,
pursuant to a majority vote thereof, indemnify a director or officer of a
Corporation Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if such
director or officer incurred such Liabilities because he or she was a Director or