Section 10-2B-8.54 Court-ordered indemnification. - Alabama Statutes

Section 10-2B-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 such court has jurisdiction over the corporation and the corporation is a party to the proceeding. On receipt of such an application or the filing of such an 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 10-2B-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 10-2B-8.51 or was adjudged liable as described in Section 10-2B-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.)