Vermont § 902 - Authority to indemnify

§ 902. Authority to indemnify

• (a) Except as provided in subsection (d) of this section, an enterprise may indemnify
  an individual made a party to a proceeding because the individual is or was a director
  against liability incurred in the proceeding if: (1) the director conducted himself or herself in good faith; and (2) the director reasonably believed: (A) in the case of conduct in the director’s official capacity with the enterprise, that
  the director’s conduct was in its best interests; and (B) in all other cases, that the director’s conduct was at least not opposed to its best
  interests; and (3) in the case of any proceeding brought by a governmental entity, the director had no
  reasonable cause to believe his or her conduct was unlawful, and the director is not
  finally found to have engaged in a reckless or intentional unlawful act. (b) A director’s conduct with respect to an employee benefit plan for a purpose the director
  reasonably believed to be in the interests of the participants in and beneficiaries
  of the plan is conduct that satisfies the requirement of subdivision (a)(2)(B) of
  this section. (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon
  a plea of nolo contendere or its equivalent is not, of itself, determinative that
  the director did not meet the standard of conduct described in this section. (d) An enterprise may not indemnify a director under this section: (1) in connection with a proceeding by or in the right of the enterprise in which the
  director was adjudged liable to the enterprise; or (2) in connection with any other proceeding charging improper personal benefit to the
  director, whether or not involving action in the director’s official capacity, in
  which the director was adjudged liable on the basis that personal benefit was improperly
  received by the director. (e) Indemnification permitted under this section in connection with a proceeding by or
  in the right of the enterprise is limited to reasonable expenses incurred in connection
  with the proceeding. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)