2016 Overview of IEEE Indemnification IEEE Legal and Compliance Department Eileen M. Lach, Esq. IEEE General Counsel and Chief Compliance Officerer March 2016

Indemnification: Introduction 2 IEEE volunteers are never liable for the debts incurred and legitimate liabilities of IEEE. However, this does not mean that they are immune from being sued or investigated in their individual capacities Most state statutes permit indemnification of volunteers, recognizing that capable persons would refuse to serve without adequate protection against liabilities IEEE Board of Directors has determined that it is in the best interest of IEEE to defend and indemnify its volunteers against claims, actions, suits or proceedings when certain Conditions are met March 2016

Indemnification: Protection of Volunteers 3 Indemnification will be provided if the following Conditions are met: –Activity is duly authorized –Individual is duly authorized to perform activity –Individual acted in good faith –Activity is not found to be undertaken in bad faith –Activity is not found to be inconsistent “…with the purposes or objectives of IEEE as expressed in the Bylaws, IEEE Policies or resolutions adopted by the Board of Directors” (IEEE Bylaw I-300(3)) March 2016

Indemnification: Protection of Volunteers (continued) 4 Indemnification will be provided if the following Conditions are met (continued): –Activity is believed to be in the best interest of IEEE –No reasonable cause to believe conduct was unlawful –Activity is not “…the result of active and deliberate dishonesty” material to the case or the individual did not “personally gained in fact a financial profit or other advantage to which he was not legally entitled” (NFPCL Sec. 721) March 2016

Indemnification at IEEE Indemnification by IEEE is required if foregoing Conditions are met IEEE provides for indemnification in its Bylaws (I- 300(3)), which are publicly available on IEEE’s website – 5 March 2016

Indemnification at IEEE (continued) Indemnification will cover not only judgments, fines and amounts paid in settlement, but also all reasonable expenses incurred during the proceedings, such as attorney’s fees In order to provide full protection to its volunteers, expenses customarily are paid contemporaneously with the proceedings, rather than upon a final judgment or determination 6 March 2016

Indemnification: Board Review 7 Participants when performing duly authorized activities in accordance with all IEEE policies and procedures and applicable laws will be eligible for indemnification by IEEE However, no guaranteed predetermination of indemnification can be made. Indemnification is fact specific and is based on the actions and intent of the individual seeking indemnification March 2016

Indemnification: Board Review (continued) 8 IEEE Board of Directors, after consultation with IEEE’s legal counsel, will make a determination on whether a particular individual is entitled to indemnification under the Conditions above (e.g., Did he/she act in good faith? Did he/she do anything inconsistent with the law?) The indemnification rights provided by IEEE do not impact any other indemnification rights provided by the federal or state laws or regulations March 2016

General Counsel Contact Information March Eileen M. Lach, Esq. 3 Park Avenue 17 th Floor New York, New York Telephone Number: