If you ask a corporate law attorney about indemnification of officers and other corporate agents, she will likely steer you to Corporations Code § 317. Ask an employment law attorney the same question, and she will likely refer you to Labor Code § 2802. In Nicholas Laboratories, LLC v. Chen, 4th Dist. Ct. Appeal Case No. G044105 (Oct. 12, 2011), both statutes were at issue.

Labor Code § 2802

Labor Code § 2802(a) codifies California’s strong public policy favoring indemnification (and defense) of employees by their employers:

An employer shall indemnify his or her employee for all necessary expenditures or losses incurred by the employee in direct consequence of the discharge of his or her duties, or of his or her obedience to the directions of the employer, even though unlawful, unless the employee, at the time of obeying the directions, believed them to be unlawful.

In the dog days of the summer of 2000, Senator Liz Figueroa authored legislation to clarify that employees are entitled to reasonable attorney fees and costs incurred in enforcing this right. Stats. 2000, ch. 990.