{"data":{"id":"us-ky/krs-271b.8-510","jurisdiction":"us-ky","citation":"KRS 271B.8-510","heading":"Authority to indemnify.","body":"(1) Except as provided in subsection (4) of this section, a corporation may indemnify an\nindividual made a party to a proceeding because he is or was a director against\nliability incurred in the proceeding if:\n(a) He conducted himself in good faith; and\n(b) He honestly believed:\n1. In the case of conduct in his official capacity with the corporation, that\nhis conduct was in its best interests; and\n2. In all other cases, that his conduct was at least not opposed to its best\ninterests; and\n(c) In the case of any criminal proceeding, he had no reasonable cause to believe\nhis conduct was unlawful.\n(2) A director's conduct with respect to an employee benefit plan for a purpose he\nreasonably believed to be in the interests of the participants in and beneficiaries of\nthe plan shall be conduct that satisfies the requirement of subsection (1)(b)2. of this\nsection.\n(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon\na plea of nolo contendere or its equivalent shall not be, of itself, det erminative that\nthe director did not meet the standard of conduct described in this section.\n(4) A corporation may not indemnify a director under this section:\n(a) In connection with a proceeding by or in the right of the corporation in which\nthe director was adjudged liable to the corporation; or\n(b) In connection with any other proceeding charging improper personal benefit to\nhim, whether or not involving action in his official capacity, in which he was\nadjudged liable on the basis that personal benefit w as improperly received by\nhim.\n(5) Indemnification permitted under this section in connection with a proceeding by or\nin the right of the corporation shall be limited to reasonable expenses incurred in\nconnection with the proceeding.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=44321","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"96be2a0425e6ad3543ef494a9bb58f09fe4df7a64d54aa4bb7ac036eff1be34f","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.8-500","next":"us-ky/krs-271b.8-520"},"notice":"GroundRules: Original legal text. Not legal advice."}