(1) An officer is entitled to mandatory indemnification or an advance of expenses under section 7-109-103, and is entitled to apply for court-ordered indemnification or an advance of expenses under section 7-109-105, in each case to the same extent as a director.
(2) A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director.
(3) A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to such further extent as may be provided for by its articles of incorporation, bylaws, general or specific action of its board of directors or shareholders, or contract. This subsection (3) applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.
Source: L. 93: Entire article added, p. 793, § 1, effective July 1, 1994. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1940, § 43, effective July 1, 2020.
ANNOTATION
Officers qualify for corporate indemnification if they are sued at least in part because, or by reason of the fact that, they are or were officers of a corporation. Weisbart v. Agri Tech, Inc., 22 P.3d 954 (Colo. App. 2001).
Indemnification is mandated when jury found former officers and employees breached a duty to the corporation but refused to award the corporation damages because of a lack of causation, since the defense was "wholly successful" and corporate bylaws indemnified employees to the same extent as directors. Waskel v. Guaranty Nat'l Corp., 23 P.3d 1214 (Colo. App. 2000) (declining to follow Quark, Inc. v. Harley, 141 F.3d 1185 (10th Cir. 1998)).