Ch. 3                                    LAWS OF MARYLAND

2. WAS THE RESULT OF ACTIVE AND
DELIBERATE DISHONESTY; OR

(II) THE DIRECTOR ACTUALLY RECEIVED AN IMPROPER
PERSONAL BENEFIT IN MONEY, PROPERTY, OR SERVICES; OR

(iii) In the case of any criminal proceeding,
THE DIRECTOR had [no] reasonable cause to believe that the
[conduct] ACT OR OMISSION was unlawful.

(2)  (i) Indemnification may be against judgments,
penalties, fines, settlements, and reasonable expenses actually
incurred by the director in connection with the proceeding.

(ii) However, if the proceeding was one by or
in the right of the corporation, indemnification [may be made
only against reasonable expenses and] may not be made in respect
of any proceeding in which the director shall have been adjudged
to be liable to the corporation.

(3)  (I) The termination of any proceeding by
judgment, order, OR settlement[, conviction, or upon a plea of
nolo contendere or its equivalent creates a rebuttable] DOES NOT
CREATE A presumption that the director did not meet the requisite
standard of conduct set forth in this subsection.

(II) THE TERMINATION OF ANY PROCEEDING BY
CONVICTION, OR A PLEA OF NOLO CONTENDERE OR ITS EQUIVALENT, OR AN
ENTRY OF AN ORDER OF PROBATION PRIOR TO JUDGMENT, CREATES A
REBUTTABLE PRESUMPTION THAT THE DIRECTOR DID NOT MEET THAT
STANDARD OF CONDUCT.

(e)  (1) Indemnification under subsection (b) of this
section may not be made by the corporation unless authorized [in
the specific case] FOR A SPECIFIC PROCEEDING after a
determination has been made that indemnification of the director
is permissible in the circumstances because the director has met
the standard of conduct set forth in subsection (b) of this
section.

(f)  (1) Reasonable expenses incurred by a director who is a
party to a proceeding may be paid or reimbursed by the
corporation in advance of the final disposition of the
proceeding[, after a determination that the facts then known to
those making the determination would not preclude indemnification
under this section,] upon receipt by the corporation of:

(i) A written affirmation by the director of
the director's good faith belief that the standard of conduct
necessary for indemnification by the corporation as authorized
in this section has been met; and

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