§ 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.