                                 CODE OF VIRGINIA

AUTHORITY TO INDEMNIFY (§ 13.1-697)

A. Except as provided in subsection D, a corporation may indemnify an individual
who is a party to a proceeding because the individual is or was a director
against liability incurred in the proceeding if:

   1. The director:
   				a. Conducted himself in good faith; and
   				b. Believed:

      1. In the case of conduct in his official capacity with the corporation,
      that his conduct was in its best interests; and

      2. In all other cases, that his conduct was at least not opposed to its best
      interests; and
      					c. In the case of any criminal proceeding, he had no reasonable cause
      to believe his conduct was unlawful; or

   2. The director engaged in conduct for which broader indemnification has been
   made permissible or obligatory as authorized by subsection C of &#xA7;
   13.1-704.

B. A director&#8217;s conduct with respect to an employee benefit plan for a
purpose he believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subdivision A 1 b (2).

C. 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.

D. Unless ordered by a court under subsection C of § 13.1-700.1 or broader
indemnification has been made permissible or obligatory as authorized by
subsection C of § 13.1-704, a corporation may not indemnify a director under
this section:

   1. In connection with a proceeding by or in the right of the corporation
   except for expenses incurred in connection with the proceeding if it is
   determined that the director has met the relevant standard under subsection A;
   or

   2. In connection with any other proceeding charging improper personal benefit
   to the director, whether or not involving action in his official capacity, in
   which he was adjudged liable on the basis that personal benefit was improperly
   received by him.

HISTORY: Code 1950, § 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985,
c. 522; 2005, c. 765; 2019, c. 734.