9006 - Authorization for indemnification of directors and officers.

§ 9006.  Authorization  for indemnification of directors and officers.  1. A corporation may indemnify any person, made,  or  threatened  to  be  made,  a  party  to an action or proceeding (other than one by or in the  right of the corporation to procure a judgment in  its  favor),  whether  civil  or  criminal, including an action by or in the right of any other  corporation of any type or kind, whether or not formed under any law  of  this  state,  or any partnership, joint venture, trust, employee benefit  plan  or  other  enterprise,  which  any  director  or  officer  of  the  corporation served in any capacity at the request of the corporation, by  reason of the fact that he, his testator or intestate, was a director or  officer   of   the   corporation,  or  served  such  other  corporation,  partnership, joint  venture,  trust,  employee  benefit  plan  or  other  enterprise  in  any  capacity, against judgments, fines, amounts paid in  settlement and reasonable expenses, including attorneys'  fees  actually  and  necessarily  incurred  as a result of such action or proceeding, or  any appeal therein, if such director or officer acted,  in  good  faith,  for  a purpose which he reasonably believed to be in, or, in the case of  service for any other corporation or  any  partnership,  joint  venture,  trust,  employee  benefit  plan or other enterprise, not opposed to, the  best  interests  of  the  corporation  and,  in  criminal   actions   or  proceedings,  in  addition,  had no reasonable cause to believe that his  conduct was unlawful.    2. The termination of any such civil or criminal action or  proceeding  by  judgment,  settlement, conviction or upon a plea of nolo contendere,  or its equivalent, shall not in itself create  a  presumption  that  any  such director or officer did not act, in good faith, for a purpose which  he reasonably believed to be in, or, in the case of service to any other  corporation  or  any partnership, joint venture, trust, employee benefit  plan or other enterprise, not opposed to,  the  best  interests  of  the  corporation  or that he had reasonable cause to believe that his conduct  was unlawful.    3. A corporation may indemnify any person made, or  threatened  to  be  made,  a  party  to  an  action by or in the right of the corporation to  procure a judgment in its favor by reason  of  the  fact  that  he,  his  testator  or  intestate,  is  or  was  a  director  or  officer  of  the  corporation, or is or was serving at the request of the corporation as a  director or officer of any  other  corporation  of  any  type  or  kind,  whether  or  not formed under any law of this state, of any partnership,  joint venture, trust, employee benefit plan or other enterprise, against  amounts paid in settlement and reasonable expenses, including attorneys'  fees, actually and necessarily incurred by him in  connection  with  the  defense  or  settlement  of such action, or in connection with an appeal  therein, if such director or officer acted, in good faith, for a purpose  which he reasonably believed to be in, or, in the case  of  service  for  any other corporation or any partnership, joint venture, trust, employee  benefit  plan or other enterprise, not opposed to, the best interests of  the corporation, except that no indemnification under  this  subdivision  shall be made in respect of (a) a threatened action, or a pending action  which  is  settled  or otherwise disposed of, or (b) any claim, issue or  matter as to which such person shall have been adjudged to be liable  to  the  corporation,  unless and only to the extent that the court in which  the action was brought, or, if no  action  was  brought,  any  court  of  competent jurisdiction, determines upon application that, in view of all  the  circumstances  of  the  case,  the  person is fairly and reasonably  entitled to indemnity for such portion  of  the  settlement  amount  and  expenses as the court deems proper.    4.  For  the purpose of this section, a corporation shall be deemed to  have requested a person to serve an  employee  benefit  plan  where  theperformance by such person of his duties to the corporation also imposes  duties on, or otherwise involves services by, such person to the plan or  participants  or  beneficiaries  of the plan; excise taxes assessed on a  person  with  respect to an employee benefit plan pursuant to applicable  law shall be considered fines; and action taken or omitted by  a  person  with  respect  to  an  employee  benefit plan in the performance of such  person's duties for a purpose reasonably believed by such person  to  be  in  the interest of the participants and beneficiaries of the plan shall  be deemed to be for a purpose which is not opposed to the best interests  of the corporation.