Indiana Code 27-1-7.5-8. Conditional indemnification of director against liability
(1) the individual’s conduct was in good faith;
Terms Used In Indiana Code 27-1-7.5-8
- Conviction: A judgement of guilt against a criminal defendant.
- 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.
- corporation: has the meaning set forth in IC 27-1-2-3. See Indiana Code 27-1-7.5-1
- director: means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. See Indiana Code 27-1-7.5-2
- Judgment: means all final orders, decrees, and determinations in an action and all orders upon which executions may issue. See Indiana Code 1-1-4-5
- liability: means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. See Indiana Code 27-1-7.5-4
- Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
- official capacity: means :
Indiana Code 27-1-7.5-5
- party: includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. See Indiana Code 27-1-7.5-6
- Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
- proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Indiana Code 27-1-7.5-7
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
(A) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; and
(B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and
(3) in the case of any criminal proceeding, the individual either:
(A) had reasonable cause to believe the individual’s conduct was lawful; or
(B) had no reasonable cause to believe the individual’s conduct was unlawful.
(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).
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
As added by P.L.266-1987, SEC.6.