11A V.S.A. § 8.56: Indemnification of officers, employees, and agents

Unless a corporation’s articles of incorporation limit indemnification of an officer, employee, or agent of the corporation:

(1) an officer of the corporation who is not a director is entitled to mandatory indemnification under section 8.52 of this title, and is entitled to apply for court-ordered indemnification under section 8.54 of this title, in each case to the same extent as a director;

(2) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as a director.