(1) Except as provided in subsection (4) of this section, a banking institution 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:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the individualís conduct was in the best interests of the banking institution, or at least not opposed to its best interests; and
(c) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individualís conduct was unlawful.
(2) A directorís conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the best interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b) of this section.
(3) 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.
(4) A banking institution may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the banking institution in which the director was adjudged liable to the banking institution; or
(b) In connection with any other proceeding charging improper personal benefit to the director in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the banking institution is limited to reasonable expenses incurred in connection with the proceeding. [1989 c.324 §18; 1997 c.631 §107]Section: Previous 707.705 707.710 707.720 707.730 707.735 707.740 707.744 707.746 707.748 707.749 707.750 707.752 707.754 707.755 707.756 Next
Last modified: August 7, 2008