§ 17-16-854 — Court-ordered indemnification and advance for expenses

(a) A director who is a party to a proceeding because he
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 it considers necessary,
the court shall:
(i) Order indemnification if the court determines
that the director is entitled to mandatory indemnification under
W.S. 17-16-852;
(ii) Order indemnification or advance for expenses if
the court determines that the director is entitled to
indemnification or advance for expenses pursuant to a provision
authorized by W.S. 17-16-858(a); or
(iii) Order indemnification or advance for expenses
if the court determines, in view of all the relevant
circumstances, that it is fair and reasonable:
(A) To indemnify the director; or
(B) To advance expenses to the director, even if
he has not met the standard of conduct set forth in W.S.
17-16-851(a), failed to comply with W.S. 17-16-853 or was
adjudged liable in a proceeding referred to in W.S.
17-16-851(d)(i) or (ii), but if the director was adjudged so
liable his indemnification shall be limited to expenses incurred
in connection with the proceeding.
(b) If the court determines that the director is entitled
to indemnification under paragraph (a)(i) of this section or to
indemnification or advance for expenses under paragraph (a)(ii)
of this section, it shall 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 paragraph (a)(iii)
of this section, it may also order the corporation to pay the
director's expenses to obtain court-ordered indemnification or
advance for expenses.