Section 10A-1-6.21 - 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 10A-1-6.22 if it is determined in accordance with Section 10A-1-6.23 that:(1) the person: (A) acted in good faith; and(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 all other cases, 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 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 interests of the participants in 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:(5) a plea of nolo contendere or its equivalent.Ala. Code § 10A-1-6.21 (1975)
Act 2009-513, p. 967, § 52.