                                 CODE OF VIRGINIA

AUTHORITY TO INDEMNIFY (§ 13.1-876)

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

   1. Conducted himself in good faith;

   2. Believed:
   				a. In the case of conduct in his official capacity with the corporation,
   that his conduct was in its best interests; and
   				b. In all other cases, that his conduct was at least not opposed to its
   best interests; and

   3. In the case of any criminal proceeding, that he had no reasonable cause to
   believe that his conduct was unlawful.

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 2 b.

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 § 13.1-879.1, 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 reasonable 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, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57;
1985, c. 522; 2007, c. 925.