| A. The individual's conduct was in good faith and the | individual reasonably believed following criteria are met: |
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| (1) In the case of conduct in the individual's | capacity as director, that the The individual's conduct | was in the best interests of the corporation good | faith; |
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| (2) In all other cases, that the individual's conduct | was at least not opposed to the best interests of the | corporation; and The individual reasonably believed: |
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| (a)__In the case of conduct in the individual's | official capacity, that the individual's conduct | was in the best interests of the corporation; and |
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| (b)__In all other cases, that the individual's | conduct was at least not opposed to the best | interests of the corporation; and |
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| (3) In the case of any criminal proceeding, the | individual had no reasonable cause to believe the | individual's conduct was unlawful; or |
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| B. The individual engaged in conduct for which broader | indemnification has been made permissible or obligatory | under a provision of the corporation's articles of | incorporation as authorized by section 202, subsection 2, | paragraph E. |
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| | 2. Employee benefit plan. The conduct of a director with | respect to an employee benefit plan for a purpose the director | reasonably believed to be in the interests of the participants | in, and the beneficiaries of, the plan is conduct that satisfies | the requirement of subsection 1, paragraph A, subparagraph (2), | division (b). |
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| | 3. Termination of proceeding. The termination of a | proceeding by judgment, order, settlement or conviction or upon a | plea of nolo contendere or its equivalent is not of itself | determinative that the director did not meet the relevant | standard of conduct described in this section. |
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| | 4. Limits. Unless ordered by a court under section 855, | subsection 1, paragraph C, a corporation may not indemnify one of | its the corporation's directors: |
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| A. In connection with a proceeding by or in the right of the | corporation, except for reasonable expenses incurred in | connection with the proceeding if it is determined that the |
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