1578

LAWS OF MARYLAND

[Ch. 311

(2) MAY NOT INDEMNIFY THE [[DEFENDANT]]
CORPORATE REPRESENTATIVE IN RESPECT OF ANY CLAIM, ISSUE,
OR MATTER AS TO WHICH THE [[DEFENDANT]] CORPORATE
REPRESENTATIVE HAS ADJUDGED LIABLE FOR NEGLIGENCE OR
MISCONDUCT IN PERFORMING HIS DUTY TO THE CORPORATION,
EXCEPT TO THE EXTENT THAT THE COURT IN WHICH THE
PROCEEDING WAS BROUGHT OR ANY OTHER COURT OF EQUITY
[[HAVING JURISDICTION]] IN THE COUNTY WHERE THE
CORPORATION HAS ITS PRINCIPAL OFFICE DETERMINES ON
APPLICATION THAT, DESPITE THE ADJUDICATION OF LIABILITY
BUT IN VIEW OF ALL CIRCUMSTANCES OF THE CASE, THE
[[DEFENDANT]] CORPORATE REPRESENTATIVE IS FAIRLY AND
REASONABLY ENTITLED TO INDEMNITY FOR THOSE EXPENSES
WHICH THE COURT CONSIDERS PROPER.

(D)     REQUIRED INDEMNIFICATION AGAINST EXPENSES
INCURRED IN SUCCESSFUL DEFENSE.

UNLESS THE CHARTER OF A CORPORATION EXPRESSLY
PROVIDES OTHERWISE, TO THE EXTENT THAT A [[DEFENDANT]]
CORPORATE REPRESENTATIVE SUCCESSFULLY DEFENDS ON THE
MERITS OR OTHERWISE ANY PROCEEDING REFERRED TO IN
SUBSECTIONS (B) OR (C) OF THIS SECTION OR ANY CLAIM,
ISSUE, OR MATTER RAISED IN THE PROCEEDING, THE
CORPORATION SHALL INDEMNIFY HIM AGAINST EXPENSES,
INCLUDING ATTORNEYS' FEES, ACTUALLY AND REASONABLY
INCURRED BY HIM [[WITH RESPECT TO]] IN CONNECTION WITH
THE PROCEEDING.

(E)     DETERMINATION THAT INDEMNIFICATION IS PROPER.

(1)    UNLESS A COURT ORDERS OTHERWISE, ANY
INDEMNIFICATION UNDER SUBSECTIONS (B) OR (C) OF THIS
SECTION MAY BE MADE BY THE CORPORATION ONLY AS AUTHORIZED
IN THE SPECIFIC CASE AFTER A DETERMINATION THAT
INDEMNIFICATION OF THE [[DEFENDANT]] CORPORATE
REPRESENTATIVE IS PROPER IN THE CIRCUMSTANCES BECAUSE HE
HAS MET THE APPLICABLE STANDARD OF CONDUCT SET FORTH IN
SUBSECTIONS (B) OR (C).

(2)   THE DETERMINATION SHALL BE MADE:

(I)    BY [[A MAJORITY OF A QUORUM OF]] THE
BOARD OF DIRECTORS , BY A MAJORITY VOTE   OF A QUORUM WHICH
CONSISTS OF DIRECTORS WHO WERE NOT PARTIES TO THE
PROCEEDING; OR

(II)     IF THE REQUIRED QUORUM IS NOT
OBTAINABLE OR IF A QUORUM OF DISINTERESTED DIRECTORS SO
DIRECTS, BY INDEPENDENT LEGAL COUNSEL IN A WRITTEN
OPINION; OR

(III)    BY THE STOCKHOLDERS IN ACCORDANCE WITH
THE CHARTER AND BYLAWS OF THE CORPORATION.