805 ILCS 5/8.75
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.75)Sec. 8.75. Indemnification of officers, directors, employees and agents;  insurance.(a) A corporation may indemnify any person who was or is a party,  or is threatened to be made a party to any threatened, pending or completed  action, suit or proceeding, whether civil, criminal, administrative or  investigative (other than an action by or in the right of the corporation)  by reason of the fact that he or she is or was a director, officer, employee  or agent of the corporation, or who is or was serving at the request of the  corporation as a director, officer, employee or agent of another corporation,  partnership, joint venture, trust or other enterprise, against expenses  (including attorneys' fees), judgments, fines and amounts paid in settlement  actually and reasonably incurred by such person in connection with such action,  suit or proceeding, if such person acted in good faith and in a manner he or  she reasonably believed to be in, or not opposed to the best interests of the  corporation, and, with respect to any criminal action or proceeding, had no  reasonable cause to believe his or her conduct was unlawful.  The termination  of any action, suit or proceeding by judgment, order, settlement, conviction,  or upon a plea of nolo contendere or its equivalent, shall not, of itself,  create a presumption that the person did not act in good faith and in a manner  which he or she reasonably believed to be in or not opposed to the best  interests of the corporation or, with respect to any criminal action or  proceeding, that the person had reasonable cause to believe that his or her  conduct was unlawful.(b) A corporation may indemnify any person who was or is  a party, or is threatened to be made a party to any threatened,  pending or completed action or suit by or in the right of the  corporation to procure a judgment in its favor by reason  of the fact that such person is or was a director, officer, employee  or agent of the corporation, or is or was serving at the request  of the corporation as a director, officer, employee or agent  of another corporation, partnership, joint venture, trust or other  enterprise, against expenses (including attorneys' fees) actually  and reasonably incurred by such person in connection with the defense  or settlement of such action or suit, if such person acted in good faith  and in a manner he or she reasonably believed to be in, or not  opposed to, the best interests of the corporation, provided that no  indemnification shall be made with respect to any claim, issue, or matter as to  which such person has been adjudged to have been liable to the corporation,  unless, and only to the extent that the court in which such action or suit was  brought shall determine upon application that, despite the adjudication of  liability, but in view of all the circumstances of the case, such person is  fairly and reasonably entitled to indemnity for such expenses as the court  shall deem proper.(c) To the extent that a present or former director, officer or employee  of a corporation has been successful, on the merits or otherwise,  in the defense of any action, suit or proceeding referred to in  subsections (a) and (b), or in defense of any claim, issue or matter  therein, such person shall be indemnified against expenses (including  attorneys' fees) actually and reasonably incurred by such person in connection  therewith, if the person acted in good faith and in a manner he or she  reasonably believed to be in, or not opposed to, the best interests of the  corporation.(d) Any indemnification under subsections (a), (b), or (c) (unless ordered  by a court) shall be made by the corporation only as authorized in the specific  case, upon a determination that indemnification of the present or former  director, officer,  employee or agent is proper in the circumstances because he or she has met  the applicable standard of conduct set forth in subsections (a), (b), or (c).  Such  determination shall be made with respect to a person who is a director or  officer of the corporation at the time of the determination: (1) by the majority vote of the  directors who are not parties to such action, suit or  proceeding, even though less than a quorum, (2) by a committee of such   directors, even though less than a quorum, designated by a majority vote of such directors,  (3) if there are no such directors, or if such directors so  direct, by independent legal  counsel  in a written opinion, or (4) by the shareholders.(e) Expenses (including attorney's fees) incurred by an officer or  director of the corporation in defending a civil or criminal action, suit or  proceeding may be paid by the corporation in advance of the final disposition  of such action, suit or proceeding upon receipt of an undertaking by or on  behalf of such director or officer to repay  such amount if it  shall ultimately be determined that such person is not  entitled to be indemnified  by the corporation as authorized in this Section.  Such expenses (including attorney's fees) incurred by former directors and  officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid on such terms and  conditions, if any, as the corporation deems appropriate.(f) The indemnification and advancement of expenses provided by or  granted under the other subsections of this Section shall not be  deemed exclusive of any other rights to which those seeking  indemnification or advancement of expenses may be entitled under any  by-law, agreement, vote of shareholders or disinterested directors, or  otherwise, both as to action in his or her official capacity and as to action  in another capacity while holding such office. A right to  indemnification or to advancement of expenses arising under a provision of the articles of  incorporation or a by-law shall not be eliminated or impaired by an amendment to such provision  after the occurrence of the act or omission that is the subject of the civil, criminal, administrative  or investigative action, suit or proceeding for  which indemnification or advancement of expenses  is sought, unless the provision in effect at the time of such act or omission explicitly authorizes  such elimination or impairment after such act or omission has occurred.(g) A corporation may purchase and maintain insurance on behalf of  any person who is or was a director, officer, employee or agent of the  corporation, or who is or was serving at the request of the corporation as a  director, officer, employee or agent of another corporation, partnership,  joint venture, trust or other enterprise, against any liability asserted  against such person and incurred by such person in any such capacity, or  arising out of his or her status as such, whether or not the corporation would  have the power to indemnify such person against such liability under the  provisions of this Section.(h) If a corporation indemnifies or advances expenses to a  director or officer under subsection (b) of this Section, the corporation shall report the  indemnification or advance in writing to the shareholders with or before the  notice of the next shareholders meeting.(i) For purposes of this Section, references to "the corporation" shall  include, in addition to the surviving corporation, any merging corporation  (including any corporation having merged with a merging corporation) absorbed  in a merger which, if its separate existence had continued, would have had  the power and authority to indemnify its directors, officers, and employees  or agents, so that any person who was a director, officer, employee or agent  of such merging corporation, or was serving at the request of such merging  corporation as a director, officer, employee or agent of another corporation,  partnership, joint venture, trust or other enterprise, shall stand in the  same position under the provisions of this Section with respect to  the surviving corporation as such person would have with respect to such  merging corporation if its separate existence had continued.(j) For purposes of this Section, references to "other enterprises" shall  include employee benefit plans; references to "fines" shall include any  excise taxes assessed on a person with respect to an employee benefit plan;  and references to "serving at the request of the corporation" shall include  any service as a director, officer, employee or agent of the corporation  which imposes duties on, or involves services by such director, officer,  employee, or agent with respect to an employee benefit plan, its participants,  or beneficiaries.  A person who acted in good faith and in a manner he or  she reasonably believed to be in the best interests of the participants  and beneficiaries of an employee benefit plan shall be deemed to have acted  in a manner "not opposed to the best interest of the corporation" as referred  to in this Section.(k) The indemnification and advancement of expenses provided by or granted  under this Section shall, unless otherwise provided when authorized or  ratified, continue as to a person who has ceased to be a director, officer,  employee, or agent and shall inure to the benefit of the heirs, executors, and  administrators of that person.(l) The changes to this Section made by this amendatory Act of the 92nd  General Assembly apply only to actions commenced on or after the  effective date of this amendatory Act of the 92nd General Assembly.  (Source: P.A. 97-881, eff. 8-2-12.)