§ 724. Indemnification of directors and officers by a court.

(a) Notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary resolution of the board or of
the shareholders in the specific case under section 723 (Payment of
indemnification other than by court award), indemnification shall be
awarded by a court to the extent authorized under section 722
(Authorization for indemnification of directors and officers), and
paragraph (a) of section 723. Application therefor may be made, in every
case, either:

(1) In the civil action or proceeding in which the expenses were
incurred or other amounts were paid, or

(2) To the supreme court in a separate proceeding, in which case the
application shall set forth the disposition of any previous application
made to any court for the same or similar relief and also reasonable
cause for the failure to make application for such relief in the action
or proceeding in which the expenses were incurred or other amounts were
paid.

(b) The application shall be made in such manner and form as may be
required by the applicable rules of court or, in the absence thereof, by
direction of a court to which it is made. Such application shall be upon
notice to the corporation. The court may also direct that notice be
given at the expense of the corporation to the shareholders and such
other persons as it may designate in such manner as it may require.

(c) Where indemnification is sought by judicial action, the court may
allow a person such reasonable expenses, including attorneys' fees,
during the pendency of the litigation as are necessary in connection
with his defense therein, if the court shall find that the defendant has
by his pleadings or during the course of the litigation raised genuine
issues of fact or law.