10-3854. Court ordered indemnification
Unless a corporation's articles of incorporation provide otherwise, a director of
the corporation who is a party to a proceeding may apply for indemnification or an
advance for expenses to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any notice
the court considers necessary may order indemnification advances for expenses if it
determines either:
1. The director is entitled to mandatory indemnification under section 10-3852, in
which case the court shall also order the corporation to pay the director's reasonable
expenses incurred to obtain court ordered indemnification.
2. The director is fairly and reasonably entitled to indemnification in view of all
the relevant circumstances, whether or not the director met the standard of conduct set
forth in section 10-3851 or was adjudged liable as described in section 10-3851,
subsection D, but if the director was adjudged liable under section 10-3851, subsection
D, indemnification is limited to reasonable expenses incurred.
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