Utah Code 16-10a-907. Indemnification of officers, employees, fiduciaries, and agents
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Unless a corporation‘s articles of incorporation provide otherwise:
(1) an officer of the corporation is entitled to mandatory indemnification under Section 16-10a-903, and is entitled to apply for court-ordered indemnification under Section 16-10a-905, in each case to the same extent as a director;
Terms Used In Utah Code 16-10a-907
- Articles of incorporation: include :(4)(a) amended and restated articles of incorporation;(4)(b) articles of merger; and(4)(c) a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
- Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-102
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Employee: includes an officer but not a director, unless the director accepts a duty that makes that director also an employee. See Utah Code 16-10a-102
- Fiduciary: A trustee, executor, or administrator.
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
(2) the corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director; and(3) a corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.