NY Banking L § 7019 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7019 - Authorization for Indemnification of Directors and Officers.

§ 7019.  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.