Ch. 4

LAWS OF MARYLAND

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 settlements 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

(ii) A written undertaking by or on behalf of
the director to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

(2)  The undertaking required by subparagraph (ii) of
paragraph (1) of this subsection shall be an unlimited general
obligation of the director but need not be secured and may be
accepted without reference to financial ability to make the
repayment.

(3)   [Determinations and authorizations of payments]
PAYMENTS under this subsection shall be [in the manner] MADE AS
PROVIDED BY THE CHARTER, BYLAWS, OR CONTRACT OR AS specified in
subsection (e) of this section.

(g)   [A provision for the corporation to indemnify a
director who is made a party to a proceeding, whether contained
in] THE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES PROVIDED OR

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