Sec. 10-402. Limitations on Indemnification for Legal Representation.

1. The University may, in its discretion, designate and engage an attorney on behalf of the officer or employee who is in need of legal representation. If the officer or employee declines such representation, the University shall have no obligation to indemnify the officer or employee for the cost of legal representation.
2. The officer or employee seeking indemnification for legal representation shall have a duty to cooperate fully with the counsel approved by or appointed by the University. If the officer or employee fails to cooperate with the counsel, legal representation may be withdrawn, and the University shall have no obligation to indemnify the officer or employee for the cost of legal representation. In the event that legal representation is withdrawn, the Board will be provided with a summary of the reasons for such withdrawal at the next meeting of the Board.
3. If at any time during the suit, proceeding, action or investigation, it is determined by the University either (a) that the officer or employee does not satisfy the requirements for indemnification set forth in Sec.10-401, or (b) that the officer or employee did not comply with University procedures, legal representation shall be withdrawn, and the University shall have no obligation to indemnify the officer or employee for the cost of legal representation.
4. The obligation to provide legal counsel or indemnification for legal representation shall not apply if the suit, proceeding, action or investigation is commenced by the Board.
5. The duty to provide legal counsel or indemnification for legal representation shall not apply if the officer or employee fails to seek prior approval of indemnification as specified in University procedures.
6. The duty to provide legal counsel or indemnification for legal representation shall apply only if the conduct or inaction involved did not constitute an intentional violation of federal or State law.