1. (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that:

   1. (1) the person:

      1. (A) acted in good faith;

      2. (B) reasonably believed:

         1. (i) in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests; and
         2. (ii) in any other case, that the person's conduct was not opposed to the enterprise's best interests; and
      3. (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful;
   2. (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and
   3. (3) indemnification should be paid.
2. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.
3. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.

4. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by:

   1. (1) judgment;
   2. (2) order;
   3. (3) settlement;
   4. (4) conviction; or
   5. (5) a plea of nolo contendere or its equivalent.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.