1. A person who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice itconsiders necessary, the court shall do any of the following: a. Order indemnification ifthe court determines that the director isentitled to mandatory indemnification under section 490.852. b. Order indemnificationor advance for expenses if the court determines that the director isentitled to indemnification or advance for expenses pursuant to a provision authorized by section 490.858, subsection 1. c. (1) Order indemnification or advance for expenses ifthe court determines, in view of allthe relevant circumstances, that it isfair and reasonable to do any of the following: (a) Indemnify the director. (b) Advance expenses to the director. (2) The court shall order indemnification or advance for expenses, even ifin the case of subparagraph (1), subparagraph division (a) or (b), the director has not met the relevant standard of conduct set forth in section 490.851, subsection 1, failed to comply with section 490.853 or was adjudged liable in a proceeding referred to in section 490.851, subsection 4, paragraph “a” or “b”. However, if the director was adjudged so liable the director’s indemnification shall be limited to expenses incurred in connection with the proceeding. 2. Ifthe court determines that the director is entitled to indemnification under subsection 1, paragraph “a”, or to indemnification or advance for expenses under subsection 1, paragraph “b”, itshall also order the corporation to pay the director’s expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection 1, paragraph “c”, it may also order the corporation to pay the director’s expenses to obtain court-ordered indemnification or advance for expenses.
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