Real Property Transfer Agreement - 324 Cottage Grove - SB Mutual Housing Co-Op

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(b) an officer of the Cooperative, or (c) while a director or officer %J the Cooperative, serving at the Cooperative's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not (each an "Indemnitee"), against all liability incurred by such person in connection with the proceeding; provided that it is determined in the specific case that indemnification of such person is permissible in the circumstances because such person has met the standard of conduct for indemnification specified in the Act. The Cooperative shall pay for or reimburse the reasonable expenses incurred by an Indemnitee in connection with any such proceeding in advance of final disposition thereof in accordance with the procedures and subject to the conditions specified in the Act. The Cooperative shall indemnify as a matter of right an Indemnitee who is wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the person in connection with the proceeding without the requirement of a determination as set forth in the first sentence of this paragraph. Upon demand by a person for indemnification or advancement of expenses, as the case may be, the Cooperative shall expeditiously determine whether the person is entitled thereto in accordance with this Article and the procedures specified in the Act. The indemnification provided under this Article shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Article. Section 10.2 Other Rights Not Affected. It is the intent of this Article to provide indemnification to directors and officers to the fullest extent now or hereafter permitted by law consistent with the terms and conditions of this Article. Nothing contained in this Article shall limit or preclude the exercise of, or be deemed exclusive of, any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any person who is or was a director, officer, employee or agent of the Cooperative, or the ability of the Cooperative to otherwise indemnify or advance expenses to any such individual. Notwithstanding any other provision of this Article, there shall be no indemnification with respect to matters as to which indemnification would result in inurement of net earnings of the Cooperative "to the benefit of any private shareholder or individual" or an "excess benefit transaction" within the meaning of Sections 501(c)(4) or 4958 of the Internal Revenue Code of 1986, as amended, or similar provisions of any subsequent Federal tax laws. Section 10.3 Definitions. For purposes of this Article: (a) A person is considered to be serving an employee benefit plan at the Cooperative's request if the person's duties to the Cooperative also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan. {2015I 193.DOC} -5-