§ 28-13-13-8 — Conditional indemnification of director against liability

Indiana § 28-13-13-8

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 13: Indemnification of Directors

Text

(a) A corporation may indemnify an
individual made a party to a proceeding because the individual is or
was a director 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 either:
(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).
(c) The termination of a proceeding by judgment, order, settlement,
or conviction is not, of itself, determinative that the director did not
meet the standard of conduct described in this section.

Legislative History

As added by P.L.14-1992, SEC.163. Amended by P.L.137-2014, SEC.42.