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

(1)  Order indemnification if the court determinesthat the director is entitled to mandatory indemnification under section414-243;

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

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

(A)  To indemnify the director; or

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

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