Indiana Code 23-17-16-10. Reasonable expense payments in advance of final disposition
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Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the following occur:
(2) The director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay an advance if it is ultimately determined that the director did not meet the standard of conduct.
(1) The director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in section 8 of this chapter.
Terms Used In Indiana Code 23-17-16-10
- corporation: includes a corporation organized under or governed by this chapter and a domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Indiana Code 23-17-16-1
- 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.
- 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, an officer, a member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. See Indiana Code 23-17-16-2
- expenses: includes attorney's fees. See Indiana Code 23-17-16-3
- 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
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- party: includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. See Indiana Code 23-17-16-6
- proceeding: means a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Indiana Code 23-17-16-7
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.
(b) The undertaking required by subsection (a)(2):
(1) must be an unlimited general obligation of the director;
(2) is not required to be secured; and
(3) may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 12 of this chapter.
As added by P.L.179-1991, SEC.1.