§ 722 — Authorization for indemnification of directors and officers

§ 722. Authorization for indemnification of directors and officers.\n (a) 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 kind, domestic or foreign, or any partnership, joint\nventure, trust, employee benefit plan or other enterprise, which any\ndirector or officer of the corporation served in any capacity at the\nrequest of the corporation, by reason of the fact that he, his testator\nor intestate, was a director or officer of the corporation, or served\nsuch other corporation, partnership, joint venture, trust, employee\nbenefit plan or other enterprise in any capacity, against judgments,\nfines, amounts paid in settlement and reasonable expenses, including\nattorneys' fees actually and necessarily incurred as a result of such\naction or proceeding, or any appeal therein, if such director or officer\nacted, in good faith, for a purpose which he reasonably believed to be\nin, or, in the case of service for any other corporation or any\npartnership, joint venture, trust, employee benefit plan or other\nenterprise, not opposed to, the best interests of the corporation and,\nin criminal actions or proceedings, in addition, had no reasonable cause\nto believe that his conduct was unlawful.\n (b) 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 for any\nother corporation or any partnership, joint venture, trust, employee\nbenefit plan or other enterprise, not opposed to, the best interests of\nthe corporation or that he had reasonable cause to believe that his\nconduct was unlawful.\n (c) 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 kind, domestic or\nforeign, of any partnership, joint venture, trust, employee benefit plan\nor other enterprise, against amounts paid in settlement and reasonable\nexpenses, including attorneys' fees, actually and necessarily incurred\nby him in connection with the defense or settlement of such action, or\nin connection with an appeal therein, if such director or officer acted,\nin good faith, for a purpose which he reasonably believed to be in, or,\nin the case of service for any other corporation or any partnership,\njoint venture, trust, employee benefit plan or other enterprise, not\nopposed to, the best interests of the corporation, except that no\nindemnification under this paragraph shall be made in respect of (1) a\nthreatened action, or a pending action which is settled or otherwise\ndisposed of, or (2) any claim, issue or matter as to which such person\nshall have been adjudged to be liable to the corporation, unless and\nonly to the extent that the court in which the action was brought, or,\nif no action was brought, any court of competent jurisdiction,\ndetermines upon application that, in view of all the circumstances of\nthe case, the person is fairly and reasonably entitled to indemnity for\nsuch portion of the settlement amount and expenses as the court deems\nproper.\n (d) 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