Vermont Statutes Title 11 Sec. 902
Terms Used In Vermont Statutes Title 11 Sec. 902
- Conviction: A judgement of guilt against a criminal defendant.
- Director: means a director of a mutual benefit enterprise. See
- Entity: means a person other than an individual. See
- 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
- 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.
- 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.
- 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.
§ 902. Authority to indemnify
(a) Except as provided in subsection (d) of this section, an enterprise 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) the director conducted himself or herself in good faith; and
(2) the director reasonably believed:
(A) in the case of conduct in the director’s official capacity with the enterprise, that the director’s conduct was in its best interests; and
(B) in all other cases, that the director’s conduct was at least not opposed to its best interests; and
(3) in the case of any proceeding brought by a governmental entity, the director had no reasonable cause to believe his or her conduct was unlawful, and the director is not finally found to have engaged in a reckless or intentional unlawful act.
(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 subdivision (a)(2)(B) of this section.
(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.
(d) An enterprise may not indemnify a director under this section:
(1) in connection with a proceeding by or in the right of the enterprise in which the director was adjudged liable to the enterprise; or
(2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the enterprise is limited to reasonable expenses incurred in connection with the proceeding. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)