New Jersey § 17:9a-250

§ 17:9a-250.

A. As used in this section (1) “ Corporate agent ” means any person who is or was a director, officer, employee or agent of the indemnifying

bank or of any constituent banking institution or corporation absorbed by the indemnifying

bank in a consolidation or merger or created by or owned by the indemnifying bank

and any person who is or was a director, officer, trustee, employee or agent of any

other enterprise, serving as such at the request of the indemnifying bank, or of any

constituent banking institution or corporation or the legal representative of any

such director, officer, trustee, employee or agent; (2) “ Other enterprise ” means any domestic or foreign corporation, other than the indemnifying bank, and

any partnership, joint venture, sole proprietorship, trust , employee benefit plan or other enterprise, whether or not for profit, served by a corporate agent; (3) “ Expenses ” means reasonable costs, disbursements and counsel fees; (4) “ Liabilities ” means amounts paid or incurred in satisfaction of settlements, judgments, fines

and penalties; (5) “ Proceeding ” means any pending, threatened or completed civil, criminal, administrative or arbitrative

action, suit or proceeding, and any appeal therein and any inquiry or investigation

which could lead to such action, suit or proceeding; (6) “ Bank ” includes savings bank and capital stock savings bank; (7) “ Directors ” includes directors of a bank and capital stock savings bank and managers of a savings

bank. B. Any bank of this State shall have the power to indemnify a corporate agent against

his expenses and liabilities in connection with any proceeding involving the corporate

agent by reason of his being or having been such a corporate agent, other than a proceeding

by or in the right of the bank, if (1) Such corporate agent acted in good faith and in a manner he reasonably believed

to be in or not opposed to the best interest of the bank; (2) With respect to any criminal proceeding, such corporate agent had no reasonable

cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon

a plea of nolo contendere or its equivalent, shall not of itself create a presumption

that such corporate agent did not meet the applicable standards of conduct set forth

in subdivisions (1) and (2) of this subsection. C. Any bank of this State shall have the power to indemnify a corporate agent against

his expenses in connection with any proceeding by or in the right of the bank to procure

a judgment in its favor which involves the corporate agent by reason of his being

or having been such corporate agent, if he acted in good faith and in a manner he

reasonably believed to be in or not opposed to the best interests of the bank. However, in such proceeding no indemnification shall be provided in respect of any

claim, issue or matter as to which such corporate agent shall have been adjudged to

be liable to the bank, unless and only to the extent that the Superior Court or other

court in which such proceeding was brought shall determine upon application that despite

the adjudication of liability, but in view of all circumstances of the case, such

corporate agent is fairly and reasonably entitled to indemnity for such expenses as

the Superior Court or other court shall deem proper. D. Any bank of this State shall indemnify a corporate agent against expenses to the

extent that such corporate agent has been successful on the merits or otherwise in

any proceeding referred to in subsections B and C of this section or in defense of

any claim, issue or matter therein. E. Any indemnification under subsection B of this section, and, unless ordered by

a court, under subsection C of this section, may be made by the bank only as authorized

in a specific case upon a determination that indemnification is proper in the circumstances

because the corporate agent met the applicable standard of conduct set forth in subsection

B of this section or subsection C of this section. Unless otherwise provided in the certificate of incorporation or bylaws, the determination

shall be made (a) By the board of directors or a committee thereof acting by a quorum consisting

of directors who were not parties to or otherwise involved in, the proceeding; or (b) If such a quorum is not obtainable, or, even if obtainable and that quorum of

the board of directors or committee by a majority vote of the disinterested directors

so directs, by independent legal counsel in a written opinion, that independent legal

counsel to be designated by the board of directors; or (c) By the stockholders, if the certificate of incorporation or bylaws or a resolution

of the board of directors or of the stockholders so directs, in the case of a bank

which is not a savings bank, and by the commission, in the case of a savings bank. F. Expenses incurred by a corporate agent in connection with a proceeding may be paid

by the bank in advance of the final disposition of the proceeding, if authorized by

the board of directors, upon receipt of an undertaking by or on behalf of the corporate

agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified as provided in this section. G. (1) If a bank upon application of a corporate agent has failed or refused to provide

indemnification as required under subsection D of this section or permitted under

subsections B, C and F of this section, a corporate agent may apply to a court for

an award of indemnification by the bank, and such court (2) May award indemnification to the extent authorized under subsections B and C of

this section and shall award indemnification to the extent required under subsection

D of this section, notwithstanding any contrary determination which may have been

made under subsection E of this section; and (3) May allow reasonable expenses to the extent authorized by, and subject to the

provisions of, subsection F of this section, if the court shall find that the corporate

agent has by his pleadings or during the course of the proceeding raised genuine issues

of fact or law. (4) Application for such indemnification may be made (a) In the civil action in which the expenses were or are to be incurred or other

amounts were or are to be paid; or (b) To the Superior Court in a separate proceeding. If the application is for indemnification arising out of a civil action, it shall

set forth reasonable cause for the failure to make application for such relief in

the action or proceeding in which the expenses were or are to be incurred or other

amounts were or are to be paid. (5) The application shall set forth the disposition of any previous application for

indemnification and shall be made in such manner and form as may be required by the

applicable rules of court or, in the absence thereof, by direction of the court to

which it is made. Such application shall be upon notice to the bank. The court may also direct that notice shall be given at the expense of the bank

to the stockholders of a bank other than a savings bank and such other persons as

it may designate in such manner as it may require. H. The indemnification and advancement of expenses provided by or granted pursuant

to the other subsections of this section shall not exclude any other rights , including the right to be indemnified against liabilities and expenses incurred

in proceedings by or in the right of the bank, to which a corporate agent may be entitled under a certificate of incorporation,

bylaw, agreement, vote of stockholders of a bank other than a savings bank, or otherwise;

provided that no indemnification shall be made to or on behalf of a corporate agent

if a judgment or other final adjudication adverse to the corporate agent establishes

that his acts or omissions (a) were in breach of his duty of loyalty to the bank or

its stockholders, (b) were not in good faith or involved a knowing violation of law

or (c) resulted in receipt by the corporate agent of an improper personal benefit. As used in this subsection, an act or omission in breach of a person's duty of loyalty

means an act or omission which that person knows or believes to be contrary to the

best interests of the bank, other than a savings bank, or its stockholders or the

savings bank or its depositors in connection with a matter in which he has a material

conflict of interest. I. Any bank of this State shall have the power to purchase and maintain insurance

on behalf of any corporate agent against any expenses incurred in any proceeding and

any liabilities asserted against him by reason of his being or having been a corporate

agent, whether or not the bank would have the power to indemnify him against those

expenses and liabilities under the provisions of this section. The bank may purchase such insurance from, or such insurance may be reinsured in

whole or in part by, an insurer owned by or otherwise affiliated with the bank, whether

or not such insurer does business with other insureds. J. The powers granted by this section may be exercised by a bank notwithstanding the

absence of any provision in its certificate of incorporation or bylaws authorizing

the exercise of such powers. K. Except as required by subsection D of this section, no indemnification shall be

made or expenses advanced by a corporation under this section, and none shall be ordered

by the Superior Court or other court, if that action would be inconsistent with a

provision of the certificate of incorporation, a bylaw, a resolution of the board

of directors or of the stockholders, or an agreement or other proper corporate action,

in effect at the time of the accrual of the alleged cause of action asserted in the

proceeding, which prohibits, limits or otherwise conditions the exercise of indemnification

powers by the corporation or the rights of indemnification to which a corporate agent

may be entitled. L. This section does not limit a bank's power to pay or reimburse expenses incurred

by a corporate agent in connection with the corporate agent's appearance as a witness

in a proceeding at a time when the corporate agent has not been made a party to the

proceeding.