Indemnification of directors, officers and employees.

CFR · 2024-01-01 · US · Title 12

A mutual holding company shall indemnify its directors, officers, and employees in accordance with the following requirements: (a) (i) (ii) (iii) (iv) (2) References in this section to any individual or other person, including any mutual holding company, shall include legal representatives, successors, and assigns thereof. (b) (1) Any amount for which that person becomes liable under a judgment if such action; and (2) Reasonable costs and expenses, including reasonable attorney's fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains a favorable judgment in such enforcement action. (c) (1) Final judgment on the merits is in his or her favor; or (2) In case of: (i) Settlement, (ii) Final judgment against him or her, or (iii) Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the mutual holding company determine that he or she was acting in good However, no indemnification shall be made unless the mutual holding company gives the Board at least 60 days' notice of its intention to make such indemnification. Such notice shall state the facts on which the action arose, the terms of any settlement, and any disposition of the action by a court. Such notice, a copy thereof, and a certified copy of the resolution containing the required determination by the board of directors shall be sent to the appropriate Reserve Bank, wh

official document · source cfr-2024 · id 12:§ 239.40