1716                             Laws of Maryland                      [Ch. 663

64. Indemnification of Directors [and], Officers [.], Employees
and Agents.

[(a) Any corporation of this State may (i) indemnify any per-
son who is serving or has served as a director or officer of the corpora-
tion or, at its request, as a director or officer of another corporation
in which it owns shares of capital stock or of which it is a creditor,
against expenses actually and reasonably incurred by him in con-
nection with the defense of any action, suit or proceeding, civil,
criminal or administrative, in which he is made a party by reason of
being or having been a director or officer of the corporation, or of
such other corporation, except in relation to matters as to which such
person is adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty to the corpora-
tion, and (ii) make other indemnification of such a person, but only
if authorized by the charter, by a by-law provision adopted prior to
the issuance or subscription for any stock of the corporation, or by
resolution, by-law provision or agreement which has been approved
by the stockholders after notice.]

[(b) A grant of indemnification, if made pursuant to clause (i)
of subsection (a), or a claim of right under a grant of indemnifica-
tion if so made, or a claim of right to or grant of indemnification
pursuant to any charter provision, resolution, by-law or agreement
authorized under clause (ii) of subsection (a) may, but need not,
be asserted or submitted for adjudication by the corporation or by
the person claiming indemnification, by filing a petition in the pro-
ceeding against such person (if such proceeding is a civil proceeding
in a court of record in which the corporation is or may be made a
party), or in a subsequent proceeding instituted for that purpose in a
court of equity of the county in which is located the principal office
of the corporation. After notice and, if requested, a hearing, the
court shall pass a decree either dismissing the proceeding or fixing
the amount to which the person is entitled.]

(a) Any corporation of this State may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise. The indemnification may be against ex-
penses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in con-
nection with the action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any crim-
inal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or pro-
ceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct
was unlawful.