Section 9006. Authorization for indemnification of directors and officers

1. 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, whether or not formed under any law  of
  this  state,  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.
    2. 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 to 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.
    3. 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,
  whether  or  not formed under any law of this state, 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  subdivision
  shall be made in respect of (a) a threatened action, or a pending action
  which  is  settled  or otherwise disposed of, or (b) 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.
    4.  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.