§ 23-17-16-8 — Grounds for indemnification; conduct with respect to employee benefit plans; judgment, order, settlement, conviction, or nolo contendere plea not determinative of failure to meet standard of conduct

(a) If an individual is made a party to a
proceeding because the individual is or was a director, a corporation
may indemnify the individual against liability incurred in the
proceeding if:
(1) the individual's conduct was in good faith; and
(2) the individual reasonably believed:
(A) in the case of conduct in the individual's official capacity
with the corporation, that the individual's conduct was in the
corporation's best interests; and
(B) in all other cases, that the individual's conduct was at least
not opposed to the corporation's best interests; and
(3) in the case of any criminal proceeding, the individual:
(A) had reasonable cause to believe the individual's conduct
was lawful; or
(B) had no reasonable cause to believe the individual's conduct
was unlawful.
(b) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not
determinative that a director did not meet the standard of conduct
described in this section.

Legislative History

As added by P.L.179-1991, SEC.1.