26.1    The Corporation shall indemnify and hold harmless any person from all costs, expenses, and liabilities imposed or reasonably incurred in connection with or resulting from any claim, action, or other proceedings, or in any other way arising out of such person being or having been a Trustee, Officer or Academic Officer of the Corporation or a Director or Officer of the Princeton University Investment Company, or by reason of such person serving or having served, at the written request of the Corporation, any other corporation or enterprise in which the Corporation has an interest.  This provision is intended to apply to the full extent, but only to the extent, permitted by applicable law, as changed from time to time.  This provision is in addition to and shall not affect any other rights to which the individuals involved or the Corporation may be entitled, except that no individual shall be entitled to be reimbursed or otherwise to recover twice for a single cost, expense, or liability.

26.2    The Corporation, in its sole discretion, may, but need not, indemnify and hold harmless persons incurring costs, expenses, or liabilities arising from their current or former University status or from their actions on behalf of the Corporation as employees, agents, volunteers, or otherwise.  The extent and conditions of such indemnification shall be in the sole discretion of the Corporation.  

26.3    No person shall be indemnified or held harmless hereunder with respect to any amounts which such person shall be required (either through judgment, by compromise, or by settlement) to pay to the Corporation.

26.4    Upon the recommendation of the Executive Committee of the Board of Trustees, the President or the officer of the Corporation charged with oversight of the Corporation’s legal affairs, the disinterested members of the Board shall consider whether a person otherwise entitled to indemnification by Section 26.1 shall have it denied or withdrawn, and whether a person who had been extended indemnification pursuant to Section 26.2 shall have it withdrawn.  The disinterested members of the Board of Trustees may deny or withdraw indemnification with respect to any matter in which it is determined by them that the person did not act in good faith or in a manner he or she reasonably believed to be in the best interests of the Corporation.  In addition, with respect to any costs, expenses, or liabilities arising out of criminal proceedings, indemnification may be denied or withdrawn if a person of ordinary prudence under similar circumstances reasonably should have known that such person’s conduct was unlawful.  (In the event there is not a quorum of disinterested members of the Board, the determination shall be made by written opinion of legal counsel engaged for that purpose.)  

26.5    “Costs, expenses, and liabilities” covered by Sections 26.1 and 26.2 include, but are not limited to, attorneys’ fees, court costs, judgments, penalties, interests, and amounts reasonably incurred in settlement of claims.  Indemnification hereunder may include payments incurred in defending any claim, action, or proceedings, in advance of final determination of a person’s right to indemnification, upon the undertaking, in a form acceptable to and acknowledged by the Corporation, by the person indemnified to engage legal counsel acceptable to the Corporation and to repay such payments if it ultimately shall be determined that such person is not entitled to indemnification hereunder.

26.6    This provision shall apply retroactively to potential liabilities incurred prior to the date of its adoption, and shall inure to the benefit of the heirs, executors, or administrators of any person indemnified hereunder.