Okla. Stat. tit. 18, § 18-1031

agents – Insurance.

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;

INSURANCE

A. A corporation shall have power to indemnify any person who

was or is a party or is threatened to be made a party to any

threatened, pending, or completed action, suit, or proceeding,

whether civil, criminal, administrative, or investigative, other

than an action by or in the right of the corporation, by reason of

the fact that the person is or was a director, officer, employee, or

agent of the corporation, or is or was serving at the request of the

corporation as a director, officer, employee, or agent of another

corporation, partnership, joint venture, trust, or other enterprise,

against expenses, including attorney fees, judgments, fines, and

amounts paid in settlement actually and reasonably incurred by the

person in connection with the action, suit, or proceeding if the

person acted in good faith and in a manner the person reasonably

believed to be in or not opposed to the best interests of the

corporation, and, with respect to any criminal action or proceeding,

had no reasonable cause to believe the conduct was unlawful. The

termination of any action, suit, or proceeding by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its

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equivalent, shall not, of itself, create a presumption that the

person did not act in good faith and in a manner which the person

reasonably believed to be in or not opposed to the best interests of

the corporation, and, with respect to any criminal action or

proceeding, had reasonable cause to believe that the conduct was

unlawful.

B. A corporation shall have the power to indemnify any person

who was or is a party or is threatened to be made a party to any

threatened, pending, or completed action or suit by or in the right

of the corporation to procure a judgment in its favor by reason of

the fact that the person is or was a director, officer, employee, or

agent of the corporation, or is or was serving at the request of the

corporation as a director, officer, employee, or agent of another

corporation, partnership, joint venture, trust, or other enterprise

against expenses, including attorney fees, actually and reasonably

incurred by the person in connection with the defense or settlement

of an action or suit if the person acted in good faith and in a

manner the person reasonably believed to be in or not opposed to the

best interests of the corporation and except that no indemnification

shall be made in respect of any claim, issue, or matter as to which

the person shall have been adjudged to be liable to the corporation

unless and only to the extent that the court in which the action or

suit was brought shall determine upon application that, despite the

adjudication of liability but in view of all the circumstances of

the case, the person is fairly and reasonably entitled to indemnity

for expenses which the court shall deem proper.

C. 1. To the extent that a present or former director or

officer of a corporation has been successful on the merits or

otherwise in defense of any action, suit, or proceeding referred to

in subsection A or B of this section, or in defense of any claim,

issue, or matter therein, the person shall be indemnified against

expenses, including attorney fees, actually and reasonably incurred

by the person in connection therewith.

2. The corporation may indemnify any other person who is not a

present or former director or officer of the corporation against

expenses including attorney fees actually and reasonably incurred by

the person to the extent he or she has been successful on the merits

or otherwise in defense of any action, suit, or proceeding referred

to in subsections A and B of this section, or in defense of any

claim, issue, or matter therein.

D. Any indemnification under the provisions of subsection A or
r of the corporation against

expenses including attorney fees actually and reasonably incurred by

the person to the extent he or she has been successful on the merits

or otherwise in defense of any action, suit, or proceeding referred

to in subsections A and B of this section, or in defense of any

claim, issue, or matter therein.

D. Any indemnification under the provisions of subsection A or

B of this section, unless ordered by a court, shall be made by the

corporation only as authorized in the specific case upon a

determination that indemnification of the present or former director

or officer is proper in the circumstances because the person has met

the applicable standard of conduct set forth in subsection A or B of

this section. This determination shall be made, with respect to a

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person who is a director or officer of the corporation at the time

of the determination:

1. By a majority vote of the directors who are not parties to

the action, suit, or proceeding, even though less than a quorum;

2. By a committee of directors designated by a majority vote of

directors, even though less than a quorum;

3. If there are no such directors, or if such directors so

direct, by independent legal counsel in a written opinion; or

4. By the shareholders.

E. Expenses including attorney fees incurred by an officer or

director in defending a civil, criminal, administrative or

investigative action, suit, or proceeding may be paid by the

corporation in advance of the final disposition of the action, suit,

or proceeding upon receipt of an undertaking by or on behalf of the

director or officer to repay the amount if it shall ultimately be

determined that the person is not entitled to be indemnified by the

corporation as authorized by the provisions of this section.

Expenses including attorney fees incurred by former directors or

officers or other employees and agents or persons serving at the

request of the corporation as directors, officers, employees or

agents of another corporation, partnership, joint venture, trust or

other enterprise may be paid upon the terms and conditions, if any,

as the corporation deems appropriate.

F. The indemnification and advancement of expenses provided by

or granted pursuant to the other subsections of this section shall

not be deemed exclusive of any other rights to which those seeking

indemnification or advancement of expenses may be entitled under any

bylaw, agreement, vote of shareholders or disinterested directors,

or otherwise, both as to action in the person’s official capacity

and as to action in another capacity while holding an office. A

right to indemnification or to advancement of expenses arising under

a provision of the certificate of incorporation or a bylaw shall not

be eliminated or impaired by an amendment to or repeal or

elimination of the certificate of incorporation or the bylaw after

the occurrence of the act or omission that is the subject of the

civil, criminal, administrative or investigative action, suit or

proceeding for which indemnification or advancement of expenses is

sought, unless the provision in effect at the time of such act or

omission explicitly authorizes such elimination or impairment after

such action or omission has occurred.

G. 1. A corporation shall have power to purchase and maintain

insurance on behalf of any person who is or was a director, officer,

employee, or agent of the corporation, or is or was serving at the

request of the corporation as a director, officer, employee, or

agent of another corporation, partnership, joint venture, trust, or

other enterprise against any liability asserted against the person

and incurred by the person in any such capacity, or arising out of

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the person’s status as such, whether or not the corporation would
ing at the

request of the corporation as a director, officer, employee, or

agent of another corporation, partnership, joint venture, trust, or

other enterprise against any liability asserted against the person

and incurred by the person in any such capacity, or arising out of

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the person’s status as such, whether or not the corporation would

have the power to indemnify the person against liability under the

provisions of this section. For purposes of this subsection,

“insurance” shall include any insurance provided directly or

indirectly, including under any fronting or reinsurance arrangement,

by or through a captive insurance company organized and licensed in

compliance with the laws of any jurisdiction, including any captive

insurance company licensed under the Oklahoma Captive Insurance

Company Act within Title 36 of the Oklahoma Insurance Code, provided

that the terms of any such captive insurance shall:

a. exclude from coverage and provide that the insurer

shall not make any payment for loss in connection with

any claim made against any person arising out of,

based upon, or attributable to any:

(1) personal profit or other financial advantage to

which such person was not legally entitled, or

(2) deliberate criminal or deliberate fraudulent act

of such person,

if the conditions of division (1) or (2) of this

subparagraph are established by a final, non-

appealable adjudication in the underlying proceeding

in respect of such claim, which shall not include an

action or proceeding initiated by the insurer or the

insured to determine coverage under the policy, unless

and only to the extent such person is entitled to be

indemnified under this section,

b. require that any determination to make a payment under

such insurance in respect of a claim against a current

director or officer of the corporation shall be made

by an independent claims administrator or in

accordance with the provisions of paragraphs 1 through

4 of subsection D of this section, and

c. require that, before any payment under such insurance

in connection with any dismissal or compromise of any

action, suit, or proceeding brought by or in the right

of a corporation as to which notice is required to be

given to shareholders, such corporation shall include

in such notice that a payment is proposed to be made

under such insurance in connection with such dismissal

or compromise.

2. For purposes of paragraph 1 of this subsection, the conduct

of an insured person shall not be imputed to any other insured

person.

3. The exclusions in paragraph 1 of this subsection shall

permit a captive insurance policy to cover directors and officers

for certain liabilities that are non-exculpable under paragraph 7 of

subsection B of Section 1006 of this title.

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4. Any corporation that establishes or maintains a captive

insurance company that provides insurance under this subsection

shall not, solely by virtue thereof, be subject to the provisions of

Title 36 of the Oklahoma Insurance Code.

5. Nothing in this subsection shall be construed to prevent a

foreign corporation from organizing a captive insurer under the

Oklahoma Captive Insurance Company Act for the purpose of insuring

the same risks described in this section.

6. Any corporation that establishes a captive insurance company

may include in the insurance policy limitations or exclusions that

are in addition to those prescribed by a statute or regulation.

H. For purposes of this section, references to “the

corporation” shall include, in addition to the resulting

corporation, any constituent corporation, including any constituent

of a constituent, absorbed in a consolidation or merger which, if

its separate existence had continued, would have had power and

authority to indemnify its directors, officers, and employees, or
statute or regulation.

H. For purposes of this section, references to “the

corporation” shall include, in addition to the resulting

corporation, any constituent corporation, including any constituent

of a constituent, absorbed in a consolidation or merger which, if

its separate existence had continued, would have had power and

authority to indemnify its directors, officers, and employees, or

agents, so that any person who is or was a director, officer,

employee, or agent of a constituent corporation, or is or was

serving at the request of a constituent corporation as a director,

officer, employee, or agent of another corporation, partnership,

joint venture, trust, or other enterprise, shall stand in the same

position under the provisions of this section with respect to the

resulting or surviving corporation as the person would have with

respect to the constituent corporation if its separate existence had

continued.

I. For purposes of this section, references to “other

enterprises” shall include, but are not limited to, employee benefit

plans; references to “fines” shall include, but are not limited to,

any excise taxes assessed on a person with respect to an employee

benefit plan; and references to “serving at the request of the

corporation” shall include, but are not limited to, any service as a

director, officer, employee, or agent of the corporation which

imposes duties on, or involves services, by the director, officer,

employee, or agent with respect to an employee benefit plan, its

participants, or beneficiaries; and a person who acted in good faith

and in a manner the person reasonably believed to be in the interest

of the participants and beneficiaries of an employee benefit plan

shall be deemed to have acted in a manner “not opposed to the best

interests of the corporation” as referred to in this section.

J. The indemnification and advancement of expenses provided by

or granted pursuant to this section, unless otherwise provided when

authorized or ratified, shall continue as to a person who has ceased

to be a director, officer, employee, or agent and shall inure to the

benefit of the heirs, executors, and administrators of the person.

K. The district court is vested with exclusive jurisdiction to

hear and determine all actions for advancement of expenses or

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indemnification brought under this section or under any bylaw,

agreement, vote of shareholders or disinterested directors, or

otherwise. The court may summarily determine a corporation’s

obligation to advance expenses including attorney fees.