Tex.
Bus. Orgs. Code Section 8.101
Permissive Indemnification
(a)
An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 (General Scope of Permissive Indemnification) if it is determined in accordance with Section 8.103 (Manner for Determining Permissive Indemnification) that:(1)
the person:(A)
acted in good faith;(B)
reasonably believed:(i)
in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and(ii)
in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and(C)
in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful;(2)
with respect to expenses, the amount of expenses other than a judgment is reasonable; and(3)
indemnification should be paid.(b)
Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.(c)
Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.(d)
A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by:(1)
judgment;(2)
order;(3)
settlement;(4)
conviction; or(5)
a plea of nolo contendere or its equivalent.
Source:
Section 8.101 — Permissive Indemnification, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.8.htm#8.101 (accessed Apr. 20, 2024).
