(a) A corporation may indemnify and advance expenses under sections 33-770 to 33-779, inclusive, to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation (1) to the same extent as a director, and (2) if he is an officer but not a director, to such further extent as may be provided by contract, the certificate of incorporation, the bylaws or a resolution of the board of directors except for (A) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding, or (B) liability arising out of conduct that (i) constitutes a knowing and culpable violation of law by the officer, (ii) enabled the officer to receive an improper personal gain, (iii) showed a lack of good faith and conscious disregard for the duty of the officer to the corporation under circumstances in which the officer was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, or (iv) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the officer's duty to the corporation. A corporation may delegate to its general counsel or other specified officer or officers the ability under this subsection to determine that indemnification or advance for expenses to such officer is permissible and the ability to authorize payment of such indemnification or advance for expenses. Nothing in this subdivision shall in any way limit either the ability or the obligation of a corporation to indemnify and advance expenses under other applicable law to any officer who is not a director.

(b) The provisions of subdivision (2) of subsection (a) of this section shall apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.

(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 33-772 and may apply to a court under section 33-774 for indemnification or advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under said sections.

(d) A corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify under sections 33-770 to 33-779, inclusive, except subdivision (2) of subsection (a) of section 33-771, each officer, employee or agent of the corporation who is not a director to the same extent as the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of section 33-771, as limited by section 33-775, and for this purpose the determination required by section 33-775 may in addition be made by the general counsel of the corporation, or such other or additional officer or officers as the board of directors may specify.

(P.A. 94-186, S. 113, 215; P.A. 96-271, S. 80, 254; P.A. 97-246, S. 18, 99; P.A. 15-48, S. 8.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing, amended Subdiv. (3) to add “Notwithstanding subdivision (4) of this section” and add provision permitting the delegation to the general counsel or other specified officer the ability to authorize such indemnification and the responsibility to determine whether any conditions to such indemnification or advance of expenses have been established and amended Subdiv. (4) to replace “January 1, 1996” with “January 1, 1997” and add provision authorizing the determination required by Sec. 33-775 to be made by the general counsel or such other or additional officer or officers as the board of directors may specify, effective January 1, 1997; P.A. 97-246 substantially revised section, effective June 27, 1997; P.A. 15-48 amended Subsecs. (a) to (c) by deleting references to employee or agent and amended Subsec. (a)(2) by deleting “, consistent with public policy,” and adding Subparas. (A) and (B) re exceptions to indemnification and advancement of expenses.