Sec. 8.102.  GENERAL SCOPE OF PERMISSIVE INDEMNIFICATION.  (a)  Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against:
(1)  a judgment;  and
(2)  expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding.
(b)  Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit:
(1)  is limited to reasonable expenses actually incurred by the person in connection with the proceeding;
(2)  does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan;  and
(3)  may not be made in relation to a proceeding in which the person has been found liable for:
(A)  wilful or intentional misconduct in the performance of the person's duty to the enterprise;
(B)  breach of the person's duty of loyalty owed to the enterprise;  or
(C)  an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise.
(c)  A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.