CHAPTER 261

FORMERLY

SENATE BILL NO. 323

AN ACT TO AMEND CHAPTER 1, TITLE 8, SECTION 145, OF THE DELAWARE CODE, RELATING TO INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF DELAWARE CORPORATIONS.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-Thirds of all members elected to each house of the General Assembly concurring therein):

Section 1. Amend Section 145(d), Chapter 1, Title 8, Delaware Code, by deleting the second sentence thereof in its entirety and inserting in lieu thereof as follows:

Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders."

Section 2. Amend Section 145, Chapter 1, Title 8, Delaware Code, by adding new subsection (k) as follows:

"(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)."

Section 3. This Act shall become effective July 1, 1994, and shall not apply to suits pending as of July 1, 1994.

Approved June 27, 1994.