§ 9006 — Authorization for indemnification of directors and officers

§ 9006. Authorization for indemnification of directors and officers.\n1. A corporation may indemnify any person, made, or threatened to be\nmade, a party to an action or proceeding (other than one by or in the\nright of the corporation to procure a judgment in its favor), whether\ncivil or criminal, including an action by or in the right of any other\ncorporation of any type or kind, whether or not formed under any law of\nthis state, or any partnership, joint venture, trust, employee benefit\nplan or other enterprise, which any director or officer of the\ncorporation served in any capacity at the request of the corporation, by\nreason of the fact that he, his testator or intestate, was a director or\nofficer of the corporation, or served such other corporation,\npartnership, joint venture, trust, employee benefit plan or other\nenterprise in any capacity, against judgments, fines, amounts paid in\nsettlement and reasonable expenses, including attorneys' fees actually\nand necessarily incurred as a result of such action or proceeding, or\nany appeal therein, if such director or officer acted, in good faith,\nfor a purpose which he reasonably believed to be in, or, in the case of\nservice for any other corporation or any partnership, joint venture,\ntrust, employee benefit plan or other enterprise, not opposed to, the\nbest interests of the corporation and, in criminal actions or\nproceedings, in addition, had no reasonable cause to believe that his\nconduct was unlawful.\n 2. The termination of any such civil or criminal action or proceeding\nby judgment, settlement, conviction or upon a plea of nolo contendere,\nor its equivalent, shall not in itself create a presumption that any\nsuch director or officer did not act, in good faith, for a purpose which\nhe reasonably believed to be in, or, in the case of service to any other\ncorporation or any partnership, joint venture, trust, employee benefit\nplan or other enterprise, not opposed to, the best interests of the\ncorporation or that he had reasonable cause to believe that his conduct\nwas unlawful.\n 3. A corporation may indemnify any person made, or threatened to be\nmade, a party to an action by or in the right of the corporation to\nprocure a judgment in its favor by reason of the fact that he, his\ntestator or intestate, is or was a director or officer of the\ncorporation, or is or was serving at the request of the corporation as a\ndirector or officer of any other corporation of any type or kind,\nwhether or not formed under any law of this state, of any partnership,\njoint venture, trust, employee benefit plan or other enterprise, against\namounts paid in settlement and reasonable expenses, including attorneys'\nfees, actually and necessarily incurred by him in connection with the\ndefense or settlement of such action, or in connection with an appeal\ntherein, if such director or officer acted, in good faith, for a purpose\nwhich he reasonably believed to be in, or, in the case of service for\nany other corporation or any partnership, joint venture, trust, employee\nbenefit plan or other enterprise, not opposed to, the best interests of\nthe corporation, except that no indemnification under this subdivision\nshall be made in respect of (a) a threatened action, or a pending action\nwhich is settled or otherwise disposed of, or (b) any claim, issue or\nmatter as to which such person shall have been adjudged to be liable to\nthe corporation, unless and only to the extent that the court in which\nthe action was brought, or, if no action was brought, any court of\ncompetent jurisdiction, determines upon application that, in view of all\nthe circumstances of the case, the person is fairly and reasonably\nentitled to indemnity for such portion of the settlement amount and\nexpenses as the court deems proper.\n 4. For the purpose of this section, a corporation shall be deemed to\nhave requested a person to serve an employee benefit plan where the\nperformance by such person of his duties to the corporation also imposes\nduties on, or otherwise involves services by, such person to the plan or\nparticipants or beneficiaries of the plan; excise taxes assessed on a\nperson with respect to an employee benefit plan pursuant to applicable\nlaw shall be considered fines; and action taken or omitted by a person\nwith respect to an employee benefit plan in the performance of such\nperson's duties for a purpose reasonably believed by such person to be\nin the interest of the participants and beneficiaries of the plan shall\nbe deemed to be for a purpose which is not opposed to the best interests\nof the corporation.\n