16-10a-905 - Court-ordered indemnification of directors. - Utah Statutes

16-10a-905. Court-ordered indemnification of directors.
Unless a corporation's articles of incorporation provide otherwise, a director of thecorporation who is or was a party to a proceeding may apply for indemnification to the courtconducting the proceeding or to another court of competent jurisdiction. On receipt of anapplication, the court, after giving any notice the court considers necessary, may orderindemnification in the following manner:
(1) if the court determines that the director is entitled to mandatory indemnification underSection 16-10a-903, the court shall order indemnification, in which case the court shall also orderthe corporation to pay the director's reasonable expenses incurred to obtain court-orderedindemnification; and
(2) if the court determines that the director is fairly and reasonably entitled toindemnification in view of all the relevant circumstances, whether or not the director met theapplicable standard of conduct set forth in Section 16-10a-902 or was adjudged liable asdescribed in Subsection 16-10a-902(4), the court may order indemnification as the courtdetermines to be proper, except that the indemnification with respect to any proceeding in whichliability has been adjudged in the circumstances described in Subsection 16-10a-902(4) is limitedto reasonable expenses incurred.

Enacted by Chapter 277, 1992 General Session