Sec. 8.101.  PERMISSIVE INDEMNIFICATION.  (a)  An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that:
(1)  the person:
(A)  acted in good faith;
(B)  reasonably believed:
(i)  in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests;  and
(ii)  in any other case, that the person's conduct was not opposed to the enterprise's best interests;  and
(C)  in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful;
(2)  with respect to expenses, the amount of expenses other than a judgment is reasonable;  and
(3)  indemnification should be paid.
(b)  Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.
(c)  Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.
(d)  A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by:
(1)  judgment;
(2)  order;
(3)  settlement;
(4)  conviction;  or
(5)  a plea of nolo contendere or its equivalent.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.