2023 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.