[§414-245]  Court-ordered indemnification
and advance for expenses.  (a)  A director who is a party to a proceeding
because the director is a director may apply for indemnification or an advance
for expenses to the court conducting the proceeding or to another court of
competent jurisdiction.  After receipt of an application and after giving any
notice it considers necessary, the court shall:



(1)  Order indemnification if the court determines
that the director is entitled to mandatory indemnification under section
414-243;



(2)  Order indemnification or advance for expenses if
the court determines that the director is entitled to indemnification or
advance for expenses pursuant to a provision authorized by section 414-249(a);
or



(3)  Order indemnification or advance for expenses if
the court determines, in view of all the relevant circumstances, that it is
fair and reasonable:



(A)  To indemnify the director; or



(B)  To advance expenses to the director, even
if the director has not met the relevant standard of conduct set forth in
section 414-242(a), failed to comply with section 414-244 or was adjudged
liable in a proceeding referred to in section 414‑242(d)(1) or (2), but
if the director was adjudged so liable the director's indemnification shall be
limited to reasonable expenses incurred in connection with the proceeding.



(b)  If the court determines that the director
is entitled to indemnification under subsection (a)(1) or to indemnification or
advance for expenses under subsection (a)(2), it shall also order the
corporation to pay the director's reasonable expenses incurred in connection
with obtaining court-ordered indemnification or advance for expenses.  If the
court determines that the director is entitled to indemnification or advance
for expenses under subsection (a)(3), it may also order the corporation to pay
the director's reasonable expenses to obtain court-ordered indemnification or
advance for expenses. [L 2000, c 244, pt of §1]