In Cases Where an Officer or Director Has Been Found

In cases where an officer or director has been found guilty of a crime, he or she may be indemnified under voluntary indemnification if:

A) he or she had reason to believe that his or her conduct was unlawful.
B) he or she acts in bad faith.
C) he or she acted in a manner that he or she believed not to be opposed to the corporation's best interests.
D) he or she prevails on the merits of the suit against him or her.