Texas Business Organizations Code - Section 8.105. Indemnification Of And Advancement Of Expenses To Persons Other Than Governing Persons
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§ 8.105. INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES
TO PERSONS OTHER THAN GOVERNING PERSONS. (a) Notwithstanding any
other provision of this chapter but subject to Section 8.003 and to
the extent consistent with other law, an enterprise may indemnify
and advance expenses to a person who is not a governing person,
including an officer, employee, or agent, as provided by:
(1) the enterprise's governing documents;
(2) general or specific action of the enterprise's
governing authority;
(3) resolution of the enterprise's owners or members;
(4) contract; or
(5) common law.
(b) An enterprise shall indemnify and advance expenses to an
officer to the same extent that indemnification or advancement of
expenses is required under this chapter for a governing person.
(c) A person described by Subsection (a) may seek
indemnification or advancement of expenses from an enterprise to
the same extent that a governing person may seek indemnification or
advancement of expenses under this chapter.
(d) Notwithstanding any authorization or determination
specified in this chapter, an enterprise may pay or reimburse, in
advance of the final disposition of a proceeding and on terms the
enterprise considers appropriate, reasonable expenses incurred by
a former managerial official or delegate, or a present or former
employee or agent, of the enterprise who was, is, or is threatened
to be made a respondent in the proceeding.
(e) A determination of indemnification for a person who is
not a governing person of an enterprise, including an officer,
employee, or agent, is not required to be made in accordance with
Section 8.103.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 25, eff. Jan. 1, 2006.
Section: 8.004 8.051 8.052 8.101 8.102 8.103 8.104 8.105 8.106 8.151 8.152 9.001 9.002 9.003 9.004
Last modified: August 11, 2007
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