[§414-247]  Officers.  (a)  Acorporation may indemnify and advance expenses under this subpart to an officerof the corporation who is a party to a proceeding because the officer is anofficer of the corporation:

(1)  To the same extent as a director; and

(2)  If the person is an officer but not a director,to such further extent as may be provided by the articles of incorporation, thebylaws, a resolution of the board of directors, or contract except for:

(A)  Liability in connection with a proceedingby or in the right of the corporation other than for reasonable expensesincurred in connection with the proceeding; or

(B)  Liability arising out of conduct thatconstitutes:

(i)  Receipt by the officer of a financialbenefit to which the officer is not entitled;

(ii)  An intentional infliction of harm on thecorporation or the shareholders; or

(iii)  An intentional violation of criminal law.

(b)  Subsection (a)(2) shall apply to anofficer who is also a director if the basis on which the officer is made aparty to the proceeding is an act or omission solely as an officer.

(c)  An officer of a corporation who is not adirector is entitled to mandatory indemnification under section 414-243, andmay apply to a court under section 414-245 for indemnification or an advancefor expenses, in each case to the same extent to which a director may beentitled to indemnification or advance for expenses under those provisions. [L2000, c 244, pt of §1]