2756

LAWS OF MARYLAND

Ch. 737

(2) The termination of the proceeding by a
judgment, order, settlement, or conviction or on a plea of
nolo contendere or its equivalent does not of itself create
a presumption that the 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)  With respect to a proceeding against a 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 corporate representative
against expenses, including attorneys' fees, actually and
reasonably incurred by the 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

(2)  May not indemnify the corporate
representative in respect of any claim, issue, or matter as
to which the corporate representative was 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 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
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 Unless the charter of a corporation expressly
provides otherwise, to the extent that a 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 in connection with the proceeding.

(e) (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 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 the board of directors, by a
majority vote of a quorum which consists of directors who
were not parties to the proceeding; or