LIABILITY OF DEPOSITORY INSTITUTION DIRECTORS AND PERSONNEL

(a) The provisions of the Business Organizations Code regarding liability, defenses, and indemnification of a director, officer, agent, or employee of a corporation apply to a director, officer, agent, or employee of a depository institution in this state. Except as limited by those provisions, a disinterested director, officer, or employee of a depository institution may not be held personally liable in an action seeking monetary damages arising from the conduct of the depository institution's affairs unless the damages resulted from the gross negligence or wilful or intentional misconduct of the person during the person's term of office or service with the depository institution. (b) A director, officer, or employee of a depository institution is disinterested with respect to a decision or transaction if: (1) the person fully discloses any interest in the decision or transaction and does not participate in the decision or transaction; or (2) the decision or transaction does not involve any of the following: (A) personal profit for the person through dealing with the depository institution or usurping an opportunity of the depository institution; (B) buying or selling an asset of the depository institution in a transaction in which the person has a direct or indirect pecuniary interest; (C) dealing with another depository institution or other person in which the person is a director, officer, or employee or otherwise has a significant direct or indirect financial interest; or (D) dealing with a family member of the person. (c) A director or officer who, in performing the person's duties and functions, acts in good faith and reasonably believes that reliance is warranted is entitled to rely on information, including an opinion, report, financial statement or other type of statement or financial data, decision, judgment, or performance, prepared, presented, made, or rendered by: (1) one or more directors, officers, or employees of the depository institution, or of an entity under joint or common control with the depository institution, who the director or officer reasonably believes merit confidence; (2) legal counsel, a public accountant, or another person who the director or officer reasonably believes merits confidence; or (3) a committee of the board of which the director is not a member. (d) In this section, "family member" means a person's: (1) spouse; (2) minor child; or (3) adult child who resides in the person's home.