University of Virginia Library

POLICY ON INDEMNIFICATION

A. The University shall indemnify any person, or estate of any person, who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, by reason of his (one gender includes the other) being or having been a member of the Board of Visitors or officer, employee or agent of the University, or by reason of his serving or having served at the request of the University as a director, officer, employee or agent of another corporation, trust or other enterprise, against expenses (including attorneys' fees), judgments (including those for punitive damages), fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in the manner he reasonably believed to be in or not opposed to the best interests of the University and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that such indemnity shall not be made with respect to:

(1) in the case of an action or suit by or in the right of the University, any amount as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duties of the University unless and only to the extent that the court in which such action or suit was brought shall determine that in view of all the circumstances of the case, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; or

(2) in any case, any amount of a judgment or settlement resulting from such person's gross negligence or willful misconduct.

B. Except as ordered by a court pursuant to subparagraph A (1) above, indemnification shall be made by the University only as authorized in the specific case upon a determination that indemnification of the person is proper under the applicable standards of this Policy. Such determination shall be made by:

(1) the Board by a majority vote of a quorum of members who were not parties to such case; or

(2) where a quorum of disinterested members is not obtainable, or, even if obtainable a quorum of disinterested members so directs, by independent legal counsel in a written opinion.

C. To the extent that such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Furthermore, such expenses may be advanced by the University upon:

(1) determination by the President or the Vice-President for Business and Finance from the facts known at that time that it is likely that the person will be entitled to indemnification under the applicable standards of paragraph A hereof; and

(2) receipt of an undertaking by or on behalf of any such person to repay such amount unless it shall ultimately be determined that he is entitled to indemnification under this Plan.

D. The University may make to any such person any other or further indemnity that may be authorized by law, or by any provision of the Manual of the Board of Visitors adopted before or after the event. The right of indemnification granted herein shall not be deemed exclusive of any other rights to which any such person may be entitled by law or agreement.