Number: 70

Subject: Indemnification Policy

Indemnification Policy for Former Officers and Board Members

of Amberton University

The purpose of this Indemnification Policy is to provide indemnification to former officers and board members of Amberton University (the "University") for certain liabilities and expenses incurred in connection with their service to the University.

Scope:  This policy applies to individuals who have served as officers of the University and have subsequently ceased to hold such positions, including but not limited to former presidents, vice presidents, deans, directors, and other executive officers.  This policy also applies to individuals who have served as board members of the University and have subsequently ceased to hold such positions.

Indemnification:  The University shall indemnify and hold harmless its former officers and board members to the fullest extent permitted by law against all expenses, liabilities, and losses, including but not limited to legal fees, judgments, fines, settlements, and other costs incurred in connection with any actual or threatened civil, criminal, administrative, or investigative proceeding, to the extent that such indemnification is permissible under applicable law.

Conditions of Indemnification: Indemnification under this policy shall be provided only if the former officer and/or board member acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the University, and with the care that an ordinarily prudent person in a similar position would exercise under similar circumstances. Indemnification shall not be provided for any actions or omissions determined to be fraudulent, intentional misconduct, or grossly negligent.

Advancement of Expenses:  In addition to indemnification, the University, with Board approval, may advance expenses, including attorneys' fees and other costs, to former officers and/or board members in connection with legal proceedings, provided that the former officer and/or board member undertakes to repay such advances if it is ultimately determined that they are not entitled to indemnification under this policy.

Insurance:  The University may, at its discretion, maintain insurance coverage to provide indemnification for its former officers and board members to the extent permitted by law and subject to the terms and conditions of any applicable insurance policies.

Procedure for Indemnification: Any former officer or board member seeking indemnification under this policy shall make a written request to the Board of Trustees or its designated representative, providing all relevant information and documentation necessary to evaluate the request. The Board of Trustees or its designated representative shall review the request in accordance with this policy and applicable law and make a determination regarding indemnification.

Amendment and Termination: This policy may be amended, modified, or terminated by the Board of Trustees at any time, provided that such action does not adversely affect the rights of former officers with respect to indemnification for actions taken prior to the amendment, modification, or termination.

Effective Date: This policy shall be effective as of March 19, 2024 by vote and approval of the Amberton University Board of Trustees.