NY Bus Corp L § 722 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 722 - Authorization for Indemnification of Directors and Officers.

§ 722. Authorization for indemnification of directors and officers.  (a) 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,  domestic  or  foreign,  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.  (b) 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  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  or  that  he  had reasonable cause to believe that his conduct was unlawful.  (c) 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, domestic  or foreign, 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 paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) 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.  (d) 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.