Nevada § 78.7502 - Discretionary indemnification of directors, officers, employees and agents: General provisions

§ 78.7502. Discretionary indemnification of directors, officers, employees and agents: General provisions

1. A corporation may indemnify pursuant to this subsection 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,

except an action by or in the right of the corporation, by reason of the fact that

the 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

or as a manager of a limited-liability company, against expenses, including attorneys'

fees, judgments, fines and amounts paid in settlement actually and reasonably incurred

by the person in connection with the action, suit or proceeding if the person: (a) Is not liable pursuant to NRS 78.138 ; or (b) Acted 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, and, with respect to any

criminal action or proceeding, had no reasonable cause to believe the 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, does not, of itself,

create a presumption that the person is liable pursuant to NRS 78.138 or 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 that, with respect

to any criminal action or proceeding, he or she had reasonable cause to believe that

the conduct was unlawful. 2. A corporation may indemnify pursuant to this subsection 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 the 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 or as a manager of a limited-liability company,

against expenses, including amounts paid in settlement and attorneys' fees actually

and reasonably incurred by the person in connection with the defense or settlement

of the action or suit if the person: (a) Is not liable pursuant to NRS 78.138 ; or (b) Acted 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. Indemnification pursuant to this section may not be made for any claim, issue or matter

as to which such a person has been adjudged by a court of competent jurisdiction,

after exhaustion of any appeals taken therefrom, to be liable to the corporation or

for amounts paid in settlement to the corporation, unless and only to the extent that

the court in which the action or suit was brought or other 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 expenses as the court

deems proper. 3. Any discretionary indemnification pursuant to this section, unless ordered by a

court or advanced pursuant to subsection 2 of NRS 78.751 , may be made by the corporation only as authorized in each specific case upon a determination

that the indemnification of a director, officer, employee or agent of a corporation

is proper under the circumstances. The determination must be made by: (a) The stockholders; (b) The board of directors, by majority vote of a quorum consisting of directors who

were not parties to the action, suit or proceeding; or (c) Independent legal counsel, in a written opinion, if: (1) A majority vote of a quorum consisting of directors who were not parties to the

action, suit or proceeding so orders; or (2) A quorum consisting of directors who were not parties to the action, suit or proceeding

cannot be obtained.