Harley Davidson 2012 Annual Report Download - page 136

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15
Officer, if such director or officer is a Party thereto because he or she is or was
a director or officer of the Corporation Affiliate.
(b) The Corporation shall indemnify an employee who is not a Director or Officer,
to the extent he or she has been successful on the merits or otherwise in
defense of a Proceeding, for all reasonable Expenses incurred in the
Proceeding if the employee was a Party because he or she was an employee of
the Corporation.
(c) The Board may, in its sole and absolute discretion as it deems appropriate,
pursuant to a majority vote thereof, indemnify (to the extent not otherwise
provided in Section 5.06(b)) against Liabilities incurred by, and/or provide for
the allowance of reasonable Expenses of, an employee or authorized agent of
the Corporation acting within the scope of his or her duties as such and who is
not a Director or Officer.
5.07 Insurance. The Corporation may purchase and maintain insurance on behalf of a
Director or Officer or any individual who is or was an employee or authorized agent
of the Corporation against any Liability asserted against or incurred by such individual
in his or her capacity as such or arising from his or her status as such, regardless of
whether the Corporation is required or permitted to indemnify against any such
Liability under this Article V.
5.08 Notice to the Corporation. A Director or Officer or an employee of the Corporation
shall promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding that may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer or employee hereunder unless
the Corporation shall have been irreparably prejudiced by such failure (as determined,
in the case of Directors or Officers only, by an Authority selected pursuant to Section
5.04(a)).
5.09 Severability. If any provision of this Article V shall be deemed invalid or inoperative,
or if a court of competent jurisdiction determines that any of the provisions of this
Article V contravene public policy, then this Article V shall be construed so that the
remaining provisions shall not be affected, but shall remain in full force and effect,
and any such provisions which are invalid or inoperative or which contravene public
policy shall be deemed, without further action or deed by or on behalf of the
Corporation, to be modified, amended and/or limited, but only to the extent necessary
to render the same valid and enforceable; it being understood that it is the
Corporation’s intention to provide Directors and Officers with the broadest possible
protection against personal liability allowable under the Statute.
5.10 Nonexclusivity of Article V. The rights of a Director or Officer or an employee of the
Corporation (or any other person) granted under this Article V shall not be deemed
exclusive of any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer or employee of the Corporation (or such other
person) may be entitled to under any written agreement, Board resolution, vote of
shareholders of the Corporation or otherwise, including, without limitation, under the
Statute. Nothing contained in this Article V shall be deemed to limit the Corporation’s