2006 New York Code - Authorization For Indemnification Of Directors And Officers.

 
  § 722. Authorization for indemnification of directors and officers.
    (a) A  corporation  may indemnify any person made, or threatened to be
  made, a party to an action or proceeding ( other than one by or  in  the
  right  of  the  corporation to procure a judgment in its favor), whether
  civil or criminal, including an action by or in the right of  any  other
  corporation   of   any  type  or  kind,  domestic  or  foreign,  or  any
  partnership, joint  venture,  trust,  employee  benefit  plan  or  other
  enterprise,  which  any director or officer of the corporation served in
  any capacity at the request of the corporation, by reason  of  the  fact
  that  he,  his  testator  or intestate, was a director or officer of the
  corporation,  or  served  such  other  corporation,  partnership,  joint
  venture,  trust,  employee  benefit  plan  or  other  enterprise  in any
  capacity, against judgments,  fines,  amounts  paid  in  settlement  and
  reasonable  expenses, including attorneys' fees actually and necessarily
  incurred as a result  of  such  action  or  proceeding,  or  any  appeal
  therein, if such director or officer acted, in good faith, for a purpose
  which  he  reasonably  believed to be in, or, in the case of service for
  any other corporation or any partnership, joint venture, trust, employee
  benefit plan or other enterprise, not opposed to, the best interests  of
  the  corporation  and,  in criminal actions or proceedings, in addition,
  had no reasonable cause to believe that his conduct was unlawful.
    (b) The termination of any such civil or criminal action or proceeding
  by judgment, settlement, conviction or upon a plea of  nolo  contendere,
  or  its  equivalent,  shall  not in itself create a presumption that any
  such director or officer did not act, in good faith, for a purpose which
  he reasonably believed to be in, or, in the  case  of  service  for  any
  other  corporation  or  any  partnership, joint venture, trust, employee
  benefit plan or other enterprise, not opposed to, the best interests  of
  the  corporation  or  that  he  had reasonable cause to believe that his
  conduct was unlawful.
    (c) A corporation may indemnify any person made, or threatened  to  be
  made,  a  party  to  an  action by or in the right of the corporation to
  procure a judgment in its favor by reason  of  the  fact  that  he,  his
  testator  or  intestate,  is  or  was  a  director  or  officer  of  the
  corporation, or is or was serving at the request of the corporation as a
  director or officer of any  other  corporation  of  any  type  or  kind,
  domestic  or foreign, of any partnership, joint venture, trust, employee
  benefit plan or other enterprise, against amounts paid in settlement and
  reasonable expenses, including attorneys' fees, actually and necessarily
  incurred by him in connection with the defense  or  settlement  of  such
  action,  or  in  connection  with an appeal therein, if such director or
  officer acted, in good faith, for a purpose which he reasonably believed
  to be in, or, in the case of service for any other  corporation  or  any
  partnership,  joint  venture,  trust,  employee  benefit  plan  or other
  enterprise, not opposed to,  the  best  interests  of  the  corporation,
  except  that  no  indemnification  under this paragraph shall be made in
  respect of (1) a threatened action, or a pending action which is settled
  or otherwise disposed of, or (2) any claim, issue or matter as to  which
  such  person  shall  have been adjudged to be liable to the corporation,
  unless and only to the extent that the court in  which  the  action  was
  brought,   or,  if  no  action  was  brought,  any  court  of  competent
  jurisdiction, determines upon application  that,  in  view  of  all  the
  circumstances  of the case, the person is fairly and reasonably entitled
  to indemnity for such portion of the settlement amount and  expenses  as
  the court deems proper.
    (d) For  the purpose of this section, a corporation shall be deemed to
  have requested a person to serve an  employee  benefit  plan  where  the
  performance by such person of his duties to the corporation also imposes
  duties on, or otherwise involves services by, such person to the plan or
  participants  or  beneficiaries  of the plan; excise taxes assessed on a
  person with respect to an employee benefit plan pursuant  to  applicable
  law  shall  be considered fines; and action taken or omitted by a person
  with respect to an employee benefit plan  in  the  performance  of  such
  person's  duties  for a purpose reasonably believed by such person to be
  in the interest of the participants and beneficiaries of the plan  shall
  be deemed to be for a purpose which is not opposed to the best interests
  of the corporation.