14-2-857. Indemnification of officers, employees, and agents.

A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:#

1. (1)

   To the same extent as a director; and#

2. (2)

   If he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes:#

   1. (A)

      Appropriation, in violation of his or her duties, of any business opportunity of the corporation;#

   2. (B)

      Acts or omissions which involve intentional misconduct or a knowing violation of law;#

   3. (C)

      The types of liability set forth in Code Section 14-2-832; or#

   4. (D)

      Receipt of an improper personal benefit.#

The provisions of paragraph (2) of subsection (a) of this Code section shall apply to an officer who is also a director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.#

An officer of a corporation who is not a director is entitled to mandatory indemnification under Code Section 14-2-852, and may apply to a court under Code Section 14-2-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions.#

A corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.#