2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.856 - INDEMNIFICATION OF OFFICERS.

        490.856  INDEMNIFICATION OF OFFICERS.
         1.  A corporation may indemnify and advance expenses under this
      part to an officer of the corporation who is a party to the
      proceeding because the person is an officer, according to all of the
      following:
         a.  To the same extent as to a director.
         b.  If the person is an officer but not a director, to such
      further extent as may be provided by the articles of incorporation,
      the bylaws, a resolution of the board of directors, or contract,
      except for either of the following:
         (1)  Liability in connection with a proceeding by or in the right
      of the corporation other than for reasonable expenses incurred in
      connection with the proceeding.
         (2)  Liability arising out of conduct that constitutes any of the
      following:
         (a)  Receipt by the officer of a financial benefit to which the
      officer is not entitled.
         (b)  An intentional infliction of harm on the corporation or the
      shareholders.
         (c)  An intentional violation of criminal law.
         2.  The provisions of subsection 1, paragraph "b", shall apply
      to an officer who is also a director if the basis on which the
      officer is made a party to a proceeding is an action taken or a
      failure to take an action solely as an officer.
         3.  An officer of a corporation who is not a director is entitled
      to mandatory indemnification under section 490.852, and may apply to
      a court under section 490.854 for indemnification or an advance for
      expenses, in each case to the same extent to which a director may be
      entitled to indemnification or advance for expenses under those
      provisions.  

         89 Acts, ch 288, §104; 2002 Acts, ch 1154, §50, 125; 2003 Acts, ch
      44, §85
         Referred to in § 490.850, 491.3, 491.16, 497.34, 498.36, 499.59A,
      508C.16, 524.801, 534.605, 534.607