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DuPont director, officer, employee or agent of DuPont or (ii) is or was serving at the request of DuPont as a director, trustee, member,
member representative, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise against expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of DuPont,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe such persons conduct was unlawful.
Expenses Payable in Advance
The DuPont Bylaws further provide that expenses (including attorneys fees) incurred by any person who is or was a director or officer of DuPont, or any
person who is or was serving at the request of DuPont as a director, trustee, member, member representative or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, in defending or
investigating a threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid by DuPont to the fullest extent permitted by Delaware law in advance of the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by or on behalf of such person to
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directors upon the written opinion of independent legal counsel or (ii) the shareholders. Further, the NYBCL permits a corporation to
purchase directors and officers insurance.
The IFF Bylaws provide that IFF shall
indemnify any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of
IFF, or was serving, at the request of IFF, as a director, officer, employee, fiduciary or agent of any other affiliated corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys fees, incurred by such person as a result of such action or proceeding, or any appeal therein, unless a judgment or other final adjudication adverse to such person establishes
that his or her acts, or the acts of the person of whom he or she is the legal representative, were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or
she, or the person of whom he or she is the legal representative, personally gained in fact a financial profit or other advantage to which he or she, or the other person of whom he or she is the legal representative, was not legally entitled. The
IFF Bylaws provide that IFF shall advance to such person funds to pay for such expenses, including attorneys fees, incurred by such person in defending against any such action or proceeding, or any appeal therein, upon receipt of an
undertaking by or on behalf of such person to repay such funds to IFF if a judgment or other final adjudication adverse to such person establishes that his or her acts, or the acts of the person of whom he or she is
the
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