10-855

10-855. Determination and authorization of
indemnification

A. A corporation may not indemnify a director under section 10-851 unless
authorized in the specific case after a determination has been made that indemnification
of the director is permissible in the circumstances because the director has met the
standard of conduct set forth in section 10-851.

B. The determination shall be made either:

1. By the board of directors by a majority vote of the directors not at the time
parties to the proceeding.

2. By special legal counsel:

(a) Selected by majority vote of the disinterested directors.

(b) If there are no disinterested directors, selected by majority vote of the
board.

3. By the shareholders, but shares owned by or voted under the control of directors
who are at the time parties to the proceeding shall not be voted on the determination.

C. Neither special legal counsel nor any shareholder has any liability whatsoever
for a determination made pursuant to this section. In voting pursuant to subsection B of
this section, directors shall discharge their duty in accordance with section 10-830.

D. Authorization of indemnification and evaluation as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses shall be
made by those entitled under subsection B, paragraph 2 of this section to select counsel.