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40 <br /> reasonable cause to believe such person's conduct was <br /> unlawful. <br /> The termination of any action, suit or proceeding by judgment, <br /> order, settlement, conviction, or upon plea of nolo contendere or <br /> its equivalent, shall not, of itself, create a presumption that the <br /> person did not act in good faith and in a manner which the person <br /> reasonably believed to be in the best interests of the corporation, <br /> and, with respect to any criminal action or proceeding, had <br /> reasonable cause to believe that the person's conduct was unlawful. <br /> (e) When a present or former Director, officer, employee or <br /> agent of the corporation or any person who has served or is serving <br /> in such capacity at the request of the corporation in any other <br /> corporation, partnership, joint venture, trust or other enterprise, <br /> is sued, alone or with others, in the courts of North Carolina, in <br /> any action seeking to establish the person's liability to the <br /> corporation arising out of the person's alleged dereliction of duty <br /> to the corporation, the person shall in turn be entitled to <br /> indemnification or reimbursement from the corporation for so much <br /> of the person's expenses of defense, including attorneys' fees, as <br /> the court in its discretion, upon motion for indemnification or <br /> reimbursement, duly made in such action, finds to be reasonable, <br /> if: (1) such person is successful in whole or in part in the action <br /> against such person or in any settlement thereof and the court <br /> finds that such person's conduct fairly and equitably merits such <br /> relief; or (2) the court finds, despite such person's adjudication <br /> of liability, that such person has acted honestly and reasonably <br /> Ra12\R55090-006\0047496.06\10-07-94 31 <br />