MARVIN MANDEL, Governor

1577

PENDING, OR COMPLETED ACTION, SUIT, OR PROCEEDING,

WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE, OR

INVESTIGATIVE,

(B)    PERMITTED INDEMNIFICATION - PROCEEDING NOT
BROUGHT ON BEHALF OF CORPORATION.

(1) WITH RESPECT TO ANY PROCEEDING AGAINST A
[[DEFENDANT]] CORPORATE REPRESENTATIVE, EXCEPT A
PROCEEDING BROUGHT BY OR ON BEHALF OF THE CORPORATION,
THE CORPORATION MAY INDEMNIFY THE [[DEFENDANT]] CORPORATE
REPRESENTATIVE AGAINST EXPENSES, INCLUDING ATTORNEYS'
FEES , AND JUDGMENTS, FINES, AND AMOUNTS PAID IN
SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY THE
[[DEFENDANT ]] CORPORATE REPRESENTATIVE IN CONNECTION WITH
THE PROCEEDING, IF:

(1)   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

(II) WITH RESPECT TO ANY CRIMINAL
PROCEEDING, HE HAD NO REASONABLE CAUSE TO BELIEVE HIS
CONDUCT WAS UNLAWFUL.

(2)    THE TERMINATION OF THE PROCEEDING BY A
JUDGMENT, ORDER, SETTLEMENT, [[CONVICTION, OR]] OR
CONVICTION OR ON A PLEA OF NOLO CONTENDERE OR ITS
EQUIVALENT DOES NOT OF ITSELF CREATE A PRESUMPTION THAT
THE [[DEFENDANT]] CORPORATE REPRESENTATIVE 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
PROCEEDING, HAD REASONABLE CAUSE TO BELIEVE THAT HIS
CONDUCT WAS UNLAWFUL.

(C)   PERMITTED INDEMNIFICATION - PROCEEDING BROUGHT
ON BEHALF OF CORPORATION.

WITH RESPECT TO A PROCEEDING AGAINST A [[DEFENDANT]]
CORPORATE REPRESENTATIVE BROUGHT BY OR ON BEHALF OF THE
CORPORATION TO OBTAIN A JUDGMENT OR DECREE IN ITS FAVOR.
THE CORPORATION:

(1) MAY INDEMNIFY THE [[DEFENDANT]]
CORPORATE REPRESENTATIVE AGAINST EXPENSES, INCLUDING
ATTORNEYS' FEES, AND JUDGMENTS, FINES, AND AMOUNTS PAID
IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY THE
[[DEFENDANT]] CORPORATE REPRESENTATIVE IN CONNECTION WITH
THE DEFENSE OR SETTLEMENT OF THE 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