Any person (and the heirs, executors, and administrators of such person)
made or threatened to be made party to action, suit, or proceeding by reason
of fact that she or he is or was an officer of the ECC shall be indemnified
by the ECC and the Town Board against any and all liability and the reasonable
expenses, including attorney fees and disbursements, incurred by her or him
(or by her or his heirs, executors or administrators) in the defense or settlement
of such action, suit or proceeding or in connection with any appearance therein,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such officer is liable for negligence or misconduct
in the performance of his or her duties. Such right of indemnification shall
not be deemed exclusive of any other rights to which such officer (or heirs,
executors, or administrators) may be entitled apart from this article.
