10-856. Indemnification of officers

250 words·~1 min read·/az/title-10/10-856

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. A corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation as follows:

1. To the same extent as a director.

2. If the individual is an officer but not a director, to the further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:

(a)Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding.

(b)Liability arising out of conduct that constitutes:

(i)Receipt by the officer of a financial benefit to which the officer is not entitled.

(ii)An intentional infliction of harm on the corporation or the shareholders.

(iii)An intentional violation of criminal law.

B. Subsection A, paragraph 2 of this section applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

C. An officer of a corporation who is not a director is entitled to mandatory indemnification under section 10-852, subsection A and may apply to a court under section 10-854 for indemnification or an advance for expenses, in each case to the same extent to which a director is entitled to indemnification or advance for expenses under those sections.