2021 Texas Statutes
Business Organizations Code
Title 1 - General Provisions
Chapter 8 - Indemnification and Insurance
Subchapter C. Permissive Indemnification and Advancement of Expenses
Section 8.102. General Scope of Permissive Indemnification
Sec. 8.102. GENERAL SCOPE OF PERMISSIVE INDEMNIFICATION. (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against:
(1) a judgment; and
(2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding.
(b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit:
(1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding;
(2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and
(3) may not be made in relation to a proceeding in which the person has been found liable for:
(A) wilful or intentional misconduct in the performance of the person's duty to the enterprise;
(B) breach of the person's duty of loyalty owed to the enterprise; or
(C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise.
(c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
