§ 17-16-856 — Indemnification of officers

(a) A corporation may indemnify and advance expenses under
this subarticle to an officer of the corporation who is a party
to a proceeding because he is an officer of the corporation:
(i) To the same extent as a director; and
(ii) If he is an officer but not a director, to such
further extent as may be provided by the articles of
incorporation, the bylaws, a resolution of the board of
directors or contract, except for:
(A) Liability in connection with a proceeding by
or in the right of the corporation other than for expenses
incurred in connection with the proceeding; or
(B) Liability arising out of conduct that
constitutes:
(I) Receipt by the officer of a financial
benefit to which he is not entitled;
(II) An intentional infliction of harm on
the corporation or the shareholders; or
(III) An intentional violation of criminal
law.
(iii) A corporation may also indemnify and advance
expenses to a current or former officer, employee or agent who
is not a director to the extent, consistent with public policy,
that may be provided by its articles of incorporation, bylaws,
general or specific action of its board of directors or
contract.
(b) The provisions of paragraph (a)(ii) of this section
shall apply to an officer who is also a director if the basis on
which he is made a party to the proceeding is an act or omission
solely as an officer.
(c) An officer of a corporation who is not a director is
entitled to mandatory indemnification under W.S. 17-16-852, and
may apply to a court under W.S. 17-16-854 for indemnification or
an advance for expenses, in each case to the same extent to
which a director may be entitled to indemnification or advance
for expenses under those provisions.