Tex.
Bus. Orgs. Code Section 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.
Source:
Section 8.102 — General Scope of Permissive Indemnification, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.8.htm#8.102 (accessed Jun. 5, 2024).
