The Court held that the Plaintiff preserved his right to advancement under a separation agreement with the NASD regarding his employment with AMEX. The separation agreement provided for indemnification but did not mention advancement. The Court upheld a broad interpretation of “indemnification,” thereby requiring advancement, because such interpretation was consistent with language in the NASD certificate of incorporation, supported by use of the term in other facets of transactions surrounding Plaintiff’s separation agreement, and consistent with prevalent case law. However, as AMEX was primarily obliged to advance Plaintiff’s legal fees, the Court held that the NASD was only secondarily liable for advancement and would only be liable in the event that AMEX became unable to meet its advancement obligation.
