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



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



(2)  The individual reasonably
believed:



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



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



(3)  In the case of any criminal
proceeding, the individual had no reasonable cause to believe the individual's
conduct was unlawful.



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



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



(d)  A corporation may not indemnify a
director's liability under this section where the director's liability has been
determined:



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



(2)  In connection with any other proceeding whether
or not involving action in an official capacity, in which the director was
found liable on the basis of the director's improper receipt of a personal
benefit.



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