2009 Nebraska Code
21-20,108 Indemnification of officers.

21-20,108. Indemnification of officers.

(1) A corporation may indemnify and advance expenses under sections 21-20,102 to 21-20,111 to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:

(a) To the same extent as a director; and

(b) If he or she 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 (i) 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 or (ii) liability arising out of conduct that constitutes (A) receipt by him or her of a financial benefit to which he or she is not entitled, (B) an intentional infliction of harm on the corporation or the shareholders, or (C) an intentional violation of criminal law.

(2) The provisions of subdivision (1)(b) of this section shall apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.

(3) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 21-20,104, and may apply to a court under section 21-20,106 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions.


    Laws 1995, LB 109, ยง 108.

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