§414D-160  Authority to indemnify.  (a) Except as provided in subsection (d), a corporation may indemnify a former orcurrent director made a party to a proceeding by reason of the fact that theindividual was or is a director, against liability incurred in the proceedingif:

(1)  The individual conductedthe individual's self in good faith; and

(2)  The individual reasonablybelieved:

(A)  In the case ofconduct in an official capacity, that the individual's conduct was in thecorporation's best interests;

(B)  In all other cases,the individual's conduct, at a minimum, did not oppose the corporation's bestinterests; and

(3)  In the case of any criminalproceeding, the individual had no reasonable cause to believe the individual'sconduct was unlawful.

(b)  A director's conduct with respect to anemployee benefit plan for a purpose the director reasonably believed to be inthe interests of the participants in and beneficiaries of the plan is conductthat satisfies the requirements of subsection (a)(2)(B).

(c)  The termination of a proceeding byjudgment, order, settlement, conviction, or upon a plea of nolo contendere orits equivalent, is not by itself determinative of a director's failure to meetthe standard of conduct described in this section.

(d)  A corporation may not indemnify adirector's liability under this section where the director's liability has beendetermined:

(1)  In connection with a proceeding by or in theright of the corporation; or

(2)  In connection with any other proceeding whetheror not involving action in an official capacity, in which the director wasfound liable on the basis of the director's improper receipt of a personalbenefit.

(e)  Indemnification permitted under thissection in connection with a proceeding by or in the right of the corporationis limited to reasonable expenses incurred in connection with the proceeding.[L 2001, c 105, pt of §1; am L 2008, c 54, §4]