Florida Statutes Title XXXVI. Business Organizations § 607.0859. Overriding restrictions on indemnification

(a) Willful or intentional misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder;

(b) A transaction in which a director or officer derived an improper personal benefit;

(c) A violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; or

(d) In the case of a director, a circumstance under which the liability provisions of s. 607.0834 are applicable.