                                 CODE OF VIRGINIA

COURT ORDERS FOR ADVANCES, REIMBURSEMENT OR INDEMNIFICATION (§ 13.1-879.1)

A. An individual who is made a party to a proceeding because he is a director of
the corporation may apply to a court for an order directing the corporation to
make advances or reimbursement for expenses, or to provide indemnification. Such
application may be made to the court conducting the proceeding or to another
court of competent jurisdiction.

B. The court shall order the corporation to make advances, reimbursement, or
both, for expenses or to provide indemnification if it determines that the
director is entitled to such advances, reimbursement or indemnification and
shall also order the corporation to pay the director&#8217;s reasonable expenses
incurred to obtain the order.

C. With respect to a proceeding by or in the right of the corporation, the court
may (i) order indemnification of the director to the extent of the
director&#8217;s reasonable expenses if it determines that, considering all the
relevant circumstances, the director is entitled to indemnification even though
he was adjudged liable to the corporation and (ii) also order the corporation to
pay the director&#8217;s reasonable expenses incurred to obtain the order of
indemnification.

D. Neither (i) the failure of the corporation, including its board of directors,
its independent legal counsel and its members, to have made an independent
determination prior to the commencement of any action permitted by this section
that the applying director is entitled to receive advances, reimbursement, or
both, nor (ii) the determination by the corporation, including its board of
directors, its independent legal counsel and its members, that the applying
director is not entitled to receive advances and/or reimbursement or
indemnification shall create a presumption to that effect or otherwise of itself
be a defense to that director&#8217;s application for advances for expenses,
reimbursement or indemnification.

HISTORY: 1987, cc. 59, 257; 2007, c. 925.