Each member shall be indemnified against expenses, including (attorney's
fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him in connection with any adverse action by
reason of the fact that he is or was a member if the member acted
in good faith and in a manner he reasonably believed to be in the
best interests of the Borough and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the
member did not act in good faith and in a manner which he reasonably
believed to be in the best interests of the Borough and, with respect
to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.