Sec. 33-776. Indemnification of and advance for expenses to officers, employees and agents.
Sec. 33-776. Indemnification of and advance for expenses to officers, employees and agents. (a) A corporation may indemnify and advance expenses under sections
33-770 to 33-779, inclusive, to an officer, employee or agent of the corporation who is
a party to a proceeding because he is an officer, employee or agent of the corporation
(1) to the same extent as a director, and (2) if he is an officer, employee or agent but
not a director, to such further extent, consistent with public policy, as may be provided
by contract, the certificate of incorporation, the bylaws or a resolution of the board of
directors. 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, employee or agent 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, employee or agent who
is not a director.
(b) The provisions of subdivision (2) of subsection (a) of this section shall apply to
an officer, employee or agent 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, employee or agent.
(c) An officer, employee or agent 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.)
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.