[§414-247]  Officers.  (a)  A
corporation may indemnify and advance expenses under this subpart to an officer
of the corporation who is a party to a proceeding because the officer is an
officer 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, the
bylaws, a resolution of the board of directors, or contract except for:



(A)  Liability in connection with a proceeding
by or in the right of the corporation other than for reasonable expenses
incurred in connection with the proceeding; or



(B)  Liability arising out of conduct that
constitutes:



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



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



(iii)  An intentional violation of criminal law.



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



(c)  An officer of a corporation who is not a
director is entitled to mandatory indemnification under section 414-243, and
may apply to a court under section 414-245 for indemnification or an advance
for expenses, in each case to the same extent to which a director may be
entitled to indemnification or advance for expenses under those provisions. [L
2000, c 244, pt of §1]