[§414-242]  Permissible indemnification. (a)  Except as otherwise provided in this section, a corporation may indemnifyan individual who is a party to a proceeding because the individual is adirector against liability incurred in the proceeding if:

(1)  (A)  The individual conducted the individual'sself in good faith; and

(B)  The individual reasonably believed:

(i)  In the case of conduct of officialcapacity, that the individual's conduct was in the best interests of thecorporation; and

(ii)  In all other cases, that the individual'sconduct was at least not opposed to the best interests of the corporation; and

(C)  In the case of any criminal proceeding,the individual had no reasonable cause to believe the individual's conduct wasunlawful; or

(2)  The individual engaged in conduct for whichbroader indemnification has been made permissible or obligatory under aprovision of the articles of incorporation (as authorized by section414-32(b)(5)).

(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 the beneficiaries of, the plan isconduct that satisfies the requirement of subsection (a)(1)(B)(ii).

(c)  The termination of a proceeding byjudgment, order, settlement, or conviction, or upon a plea of nolo contendereor its equivalent, is not, of itself, determinative that the director did notmeet the relevant standard of conduct described in this section.

(d)  Unless ordered by a court under section414-245(a)(3), a corporation may not indemnify a director:

(1)  In connection with a proceeding by or in theright of the corporation, except for reasonable expenses incurred in connectionwith the proceeding if it is determined that the director has met the relevantstandard of conduct under subsection (a); or

(2)  In connection with any proceeding with respect toconduct for which the director was adjudged liable on the basis that thedirector received a financial benefit to which the director was not entitled,whether or not involving action in the director's official capacity. [L 2000, c244, pt of §1]