proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is the legal representative of, is or was or has agreed to be become a director or
officer of Susser Holdings or otherwise is or was serving or has agreed to serve as a director, officer, employee or agent will be indemnified and held harmless to the fullest extent of the DGCL.
Each of Aloha Petroleum LLC, Mid-Atlantic Convenience Stores, LLC, Sunoco, LLC, Stripes Holdings LLC, Stripes LLC, Susser Holdings L.L.C.,
Susser Petroleum Operating Company LLC and Susser Petroleum Property Company LLC is a Delaware limited liability company (each, a Delaware LLC). Section 18-108 of the Delaware Limited Liability Company Act provides that a limited
liability company may, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and
all claims and demands whatsoever. The limited liability company agreement of each Delaware LLC contains indemnification provisions that generally provide that such Delaware LLC will indemnify any person against any losses, damages, claims or
liabilities to which they may become subject or which the Delaware LLC may incur as a result of being or having been a member, director or officer of the Delaware LLC or an officer, director, stockholder, manager, member or partner of the Delaware
LLCs member, or while serving in a similar capacity at the request of the Delaware LLC, and may advance to them or reimburse them for expenses incurred in connection therewith.
Ltd. (APL) is a Hawaii corporation. Section 414-242 of the Hawaii Business Corporation Act (the HBCA) provides that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director
against liability incurred in the proceeding if:
||the individual conducted himself or herself in good faith and the individual reasonably believed (i) in the case of conduct in the individuals official capacity, that the individuals conduct was in the best
interests of the corporation, and (ii) in all other cases, that the individuals conduct was at least not opposed to the best interests of the corporation; |
||in the case of any criminal proceeding, the individual had no reasonable cause to believe the individuals conduct was unlawful; or |
||the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. |
To the extent that a director is wholly successful in the defense of any proceeding to which the director was a party because the director was
a director of the corporation, the corporation is required by Section 414-243 of the HBCA to indemnify such director for reasonable expenses incurred thereby.
Under Section 414-244 of the HBCA, a corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the
reasonable expenses incurred by a director who is a party to a proceeding because the director is a director of the corporation if the director delivers certain written affirmations and certain undertakings. Under certain circumstances, under
Section 414-245 of the HBCA a director may apply for and obtain indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction.
Further, under Section 414-246 of the HBCA, indemnification may be made only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances because a director has met the applicable standard, with such determination to be made:
||by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding or who do not have a familial, financial, professional or employment relationship with the director
whose indemnification is the subject of the decision being made, which relationship would reasonably be expected to influence the directors judgment when voting on the decision being made; |