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



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



(B)  The individual reasonably believed:



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



(ii)  In all other cases, that the individual's
conduct 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 was
unlawful; or



(2)  The individual engaged in conduct for which
broader indemnification has been made permissible or obligatory under a
provision of the articles of incorporation (as authorized by section
414-32(b)(5)).



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



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



(d)  Unless ordered by a court under section
414-245(a)(3), a corporation may not indemnify a director:



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



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