10-3852. Mandatory indemnification
A. Unless limited by its articles of incorporation, a corporation shall indemnify a
director who was the prevailing party, on the merits or otherwise, in the defense of any
proceeding to which the director was a party because the director is or was a director of
the corporation against reasonable expenses incurred by the director in connection with
the proceeding.
B. Unless limited by its articles of incorporation, section 10-851, subsection D or
subsection C of this section, a corporation shall indemnify an outside director against
liability. Unless limited by its articles of incorporation or subsection C of this
section, a corporation shall pay an outside director's expenses in advance of a final
disposition of a proceeding, if the director furnishes the corporation with a written
affirmation of the director's good faith belief that the director has met the standard of
conduct described in section 10-851, subsection A and the director furnishes the
corporation with a written undertaking executed personally, or on the director's behalf,
to repay the advance if it is ultimately determined that the director did not meet the
standard of conduct. The undertaking required by this subsection is an unlimited general
obligation of the director but need not be secured and shall be accepted without
reference to the director's financial ability to make repayment.
C. A corporation shall not provide the indemnification or advancement of expenses
described in subsection B of this section if a court of competent jurisdiction has
determined before payment that the outside director failed to meet the standards
described in section 10-851, subsection A, and a court of competent jurisdiction does not
otherwise authorize payment under section 10-854. A corporation shall not delay payment
of indemnification or expenses under subsection B of this section for more than sixty
days after a request is made unless ordered to do so by a court of competent
jurisdiction.
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