Viewing page 114 of 164

This transcription has been completed. Contact us with corrections.

EXHIBIT A

REVISED INDEMNIFICATION RESOLUTION

Every person who is or was a member of the Board of Regents or an officer or employee of the Smithsonian, or of any other corporation or entity in which he served as such as part of his official Smithsonian duties, may in accordance with the second paragraph of this Resolution be indemnified by the Smithsonian against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of the Smithsonian or such other corporation or entity or otherwise), civil or criminal, administrative or investigative, or in connection with an appeal relating thereto, in which he may be involved, as a party or otherwise, by reason of his being or having been a member of the Board of Regents or an officer or employee of the Smithsonian or such other corporation or entity, or by reason of any action taken or not taken in his capacity as such member of the Board of Regents or officer or employee, whether or not he continues to be such at the time such liability or expense shall have been incurred, provided such person acted, in good faith, in what he reasonably believed to be in the best interests of the Smithsonian or such other corporation or entity, as the case may be, and, in addition, in any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. As used in this Resolution, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by a member of the Board of Regents or officer or employee. The termination of any claim, action, suit or proceeding, civil or criminal, by any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval), conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that a member of the Board of Regents or officer or employee did not meet the standards of conduct set forth in this paragraph.

Every person referred to in the first paragraph of this Resolution who has been successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described in such first paragraph shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any