1. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

   1. (1) the individual's conduct was in good faith; and

   2. (2) the individual reasonably believed:

      1. (A) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in the corporation's best interests; and
      2. (B) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and

   3. (3) in the case of any criminal proceeding, the individual either:

      1. (A) had reasonable cause to believe the individual's conduct was lawful; or
      2. (B) had no reasonable cause to believe the individual's conduct was unlawful.
2. (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 beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2).
3. (c) The termination of a proceeding by judgment, order, settlement, or conviction is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

As added by P.L.14-1992, SEC.163. Amended by P.L.137-2014, SEC.42.