Marvin Mandel, Governor                       1717

(b)    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 or suit by or in the right of
the corporation to procure a judgment in its favor 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, partner-
ship, joint venture, trust, or other enterprise. The indemnification
may be against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settle-
ment of the action or suit 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; except that no indemnification shall be made in
respect of any claim, issue, or matter as to which the person has been
adjudged to be liable for negligence or misconduct in the perform-
ance of his duty to the corporation, unless and only to the extent that
the court in which the action or suit was brought, or a court of
equity in the county in which the corporation has its principal office,
determines upon application that, despite the adjudication of liability
but in view of all circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses which the
court shall deem proper.

(c)    Unless otherwise expressly provided by the charter of the
corporation to the extent that a director, officer, employee, or agent
of a corporation of the State has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsection (a) or (b), or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attor-
neys' fees) actually and reasonably incurred by him in connection
therewith.

(d)    Any indemnification under subsection (a) or (b) (unless
ordered by a court) shall be made by the corporation only as author-
ized in the specific case upon a determination that indemnification of
the director, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsection (a) or (b). The determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit, or proceeding, or
(2) if a quorum is not obtainable, or, even if obtainable a quorum
of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders IN ACCORDANCE
WITH THE CHARTER AND BY-LAWS OF THE CORPORATION.

(e) Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit, or proceeding referred to in subsection
(a) or (b) may be paid by a corporation of this State in advance of
the final disposition of the action, suit, or proceeding if authorized in

the specific case in the manner provided in clause (1) or (3) of the

second sentence of subsection (d), upon receipt of an undertaking

by or on behalf of the director, officer, employee, or agent to repay

the amount unless it is ultimately determined that he is entitled

to be indemnified by the corporation as authorised in this section.

(E) EXPENSES (INCLUDING ATTORNEY'S FEES) IN-
CURRED IN DEFENDING A CIVIL OR CRIMINAL ACTION,
SUIT OR PROCEEDING MAY BE PAID BY THE CORPORATION