Sec. 303.037. INDEMNIFICATION. (a) Except as provided by Subsection (c), a corporation may indemnify a director, officer, employee, or agent or former director, officer, employee, or agent for expenses and costs, including attorney's fees, actually or necessarily incurred by the person in connection with a claim asserted against the person, by action in court or another forum, because of the person's being or having been a director, officer, employee, or agent.
(b) Except as provided by Subsection (c), if a corporation has not fully indemnified a director, officer, employee, or agent of the corporation under Subsection (a), the court in a proceeding in which a claim is asserted against the director, officer, employee, or agent of the corporation or a court having jurisdiction over an action brought by the director, officer, employee, or agent on a claim for indemnity may assess indemnity against the corporation or its receiver or trustee. The assessment must equal:
(1) the amount that the director, officer, employee, or agent paid to satisfy the judgment or compromise the claim, not including any amount paid the corporation; and
(2) to the extent the court considers reasonable and equitable, the expenses and costs, including attorney's fees, actually and necessarily incurred by the director, officer, employee, or agent in connection with the claim.
(c) A corporation may not provide indemnity in a matter if the director, officer, employee, or agent is guilty of negligence or misconduct in relation to the matter. A court may not assess indemnity unless it finds that the director, officer, employee, or agent was not guilty of negligence or misconduct in relation to the matter in which indemnity is sought.
Added by Acts 1999, 76th Leg., ch. 227, Sec. 11, eff. Sept. 1, 1999.
Structure Texas Statutes
Title 9 - Public Buildings and Grounds
Subtitle C - Public Building Provisions Applying to More Than One Type of Local Government
Chapter 303 - Public Facility Corporations
Subchapter B. Creation and Operation of Public Facility Corporation
Section 303.021. Authority to Create
Section 303.022. Creation Under Other Law
Section 303.024. Articles of Incorporation
Section 303.025. Certificate of Incorporation; Beginning of Corporate Existence
Section 303.026. Organizational Meeting
Section 303.028. Certificate of Amendment
Section 303.029. Restated Articles of Incorporation
Section 303.030. Restated Certificate of Incorporation
Section 303.031. Registered Office and Agent
Section 303.032. Change of Registered Office or Agent
Section 303.033. Resignation of Registered Agent
Section 303.034. Agents for Service
Section 303.037. Indemnification
Section 303.040. Meetings; Quorum
Section 303.041. Corporation's General Powers
Section 303.044. Open Meetings; Open Records
Section 303.045. Alteration of Corporation or Activities