PART V WAGE PROTECTION — No relief by contract, etc
37.4
(1) A provision in a contract, in the articles of incorporation or the by-laws of a corporation or in a resolution of a corporation does not relieve a director from the duty to act according to this Act or does not relieve the director from liability for breach of it.
37.4(2)
An employer may indemnify a director, a former director and the heirs or legal representatives of a director or former director against all costs, charges and expenses, including an amount paid to satisfy an order under this Act, reasonably incurred by the director or former director with respect to a civil or administrative action or proceeding to which the director or former director is or was a party by reason of being or having been a director of the employer where,
37.4(a)
the director or former director has acted honestly and in good faith with a view to the best interests of the employer; and
37.4(b)
in the case of a proceeding or action that is enforced by a monetary penalty, the director or former director had reasonable grounds for believing that the director's or former director's conduct was lawful.
Not legal advice. Verify the cited article against the signed agreement.