10-856. Indemnification of officers


A. A corporation may indemnify and advance expenses under this article to an
officer of the corporation who is a party to a proceeding because the individual is or
was an officer of the corporation as follows:


1. To the same extent as a director.


2. If the individual is an officer but not a director, to the 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 reasonable expenses incurred in connection with the proceeding.


(b) Liability arising out of conduct that constitutes:


(i) Receipt by the officer of a financial benefit to which the officer is not
entitled.


(ii) An intentional infliction of harm on the corporation or the shareholders.


(iii) An intentional violation of criminal law.


B. Subsection A, paragraph 2 of this section applies to an officer who is also a
director if the basis on which the officer 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 section 10-852, subsection A and may apply to a court under section
10-854 for indemnification or an advance for expenses, in each case to the same extent to
which a director is entitled to indemnification or advance for expenses under those
sections.