KRS 271B.8-540: Court-ordered indemnification.

Unless a corporation's articles of incorporation provide otherwise, a director of the

corporation who is a party to a proceeding may apply for indemnification to the court

conducting the proceeding or to another court of competent jurisdiction. On receipt of an

application, the court after giving any notice the court considers necessary may order

indemnification if it determines:

(1) The director is entitled to mandatory indemnification under KRS 271B.8 -520, in

which case the court shall also order the corp oration to pay the director's reasonable

expenses incurred to obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in view of all the

relevant circumstances, whether or not he met the standard of co nduct set forth in

KRS 271B.8 -510 or was adjudged liable as described in subsection (4) of KRS

271B.8-510, but if he was adjudged so liable his indemnification shall be limited to

reasonable expenses incurred.