15.7. The Société shall assume the defence of any director prosecuted by a third person for an act done in the exercise of the director’s functions and shall pay the damages, if any, occasioned by that act, unless the director has committed a gross fault or a personal fault separable from the exercise of the director’s functions.
Notwithstanding the foregoing, in a penal or criminal proceeding, the Société shall assume the payment of the expenses of a director only if the director had reasonable grounds to believe that the director’s conduct was in conformity with the law or if the director has been discharged or acquitted.