Section 10A-2-8.54

Court-ordered indemnification.

A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding, or may file an action therefor in another court of competent jurisdiction if the court has jurisdiction over the corporation and the corporation is a party to the proceeding. On receipt of the application or the filing of the action, the court after giving any notice it considers necessary may order indemnification if it determines:

(1) The director is entitled to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the standard of conduct set forth in Section 10A-2-8.51 or was adjudged liable as described in Section 10A-2-8.51(d), but if he or she was adjudged so liable the indemnification is limited to reasonable expenses incurred.

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.54; amended and renumbered by Act 2009-513, p. 967, §124.)