MARVIN MANDEL, Governor

1579

(F) PAYMENT OF EXPENSES IN ADVANCE OF FINAL
DISPOSITION OF ACTION.

BEFORE THE FINAL DISPOSITION OF A CIVIL OR CRIMINAL
PROCEEDING, THE CORPORATION MAY PAY THE EXPENSES,
INCLUDING ATTORNEY'S FEES, INCURRED BY A [[DEFENDANT]]
CORPORATE REPRESENTATIVE IN DEFENDING THE PROCEEDING, IF:

(1)   AUTHORIZED IN THE SPECIFIC CASE BY A
PRELIMINARY DETERMINATION [[BY THE CORPORATION,]] , MADE
IN ACCORDANCE WITH ONE OF THE PROCEDURES PROVIDED IN
SUBSECTION (E) OF THIS SECTION, THAT THERE IS A
REASONABLE BASIS FOR A BELIEF THAT THE [[DEFENDANT]]
CORPORATE REPRESENTATIVE MET THE APPLICABLE STANDARD OF
CONDUCT SET FORTH IN SUBSECTIONS (B) OR (C); AND

(2)     AN UNDERTAKING IS GIVEN TO THE
CORPORATION BY OR ON BEHALF OF THE [[DEFENDANT]]
CORPORATE REPRESENTATIVE WHICH REASONABLY ASSURES THAT
THE ADVANCE WILL BE REPAID IF IT IS NOT ULTIMATELY
DETERMINED THAT THE [[DEFENDANT]] CORPORATE
REPRESENTATIVE IS ENTITLED TO BE INDEMNIFIED BY THE
CORPORATION.

(G) INDEMNIFICATION NOT EXCLUSIVE OF OTHER
RIGHTS; INURES TO BENEFIT OF HEIRS AND PERSONAL
REPRESENTATIVE.

THE INDEMNIFICATION PROVIDED BY THIS SECTION :

(1)     CONTINUES AS TO A [[DEFENDANT]]
CORPORATE REPRESENTATIVE WHO HAS CEASED TO BE A DIRECTOR,
OFFICER, EMPLOYEE, OR AGENT AND INURES TO THE BENEFIT OF
HIS HEIRS AND PERSONAL REPRESENTATIVE; AND

(2)   DOES NOT EXCLUDE ANY OTHER RIGHTS TO
WHICH A DEFENDANT OR OTHER PERSON MAY BE ENTITLED UNDER
ANY BYLAW, AGREEMENT, VOTE OF STOCKHOLDERS OR
DISINTERESTED DIRECTORS, OR OTHERWISE AS TO:

(I)    ACTION IN HIS OFFICIAL CAPACITY; AND

(II)   ACTION IN ANOTHER CAPACITY WHILE HOLDING
THE OFFICE.

(H) INSURANCE.

A CORPORATION MAY PURCHASE AND MAINTAIN INSURANCE
ON BEHALF OF ANY PERSON WHO IS OR WAS A DIRECTOR,
OFFICER, EMPLOYEE, OR AGENT OF THE CORPORATION OR WHO IS
OR WAS SERVING AT THE REQUEST OF THE CORPORATION AS A
DIRECTOR, OFFICER, EMPLOYEE, OR AGENT OF ANOTHER
CORPORATION [[OR ENTITY]] ,PARTNERSHIP, JOINT VENTURE.
TRUST, OR OTHER ENTERPRISE, AGAINST ANY LIABILITY