This section applies to any proceeding to which a person is a party, or any liability to which a person is subject, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or, at the request of the corporation, of another enterprise, including employee benefit plans.

1. [Power to indemnify in third-party suits] In connection with any proceeding other than an action by or in the right of the corporation, a corporation has power to indemnify against reasonable expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement if the person acted in good faith and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful (the termination of the proceeding by judgment etc. shall not, of itself, create a presumption of bad faith or reasonable cause, except on a guilty plea).
2. [Power to indemnify in derivative actions] In connection with an action by or in the right of the corporation, a corporation has power to indemnify against reasonable expenses (including attorneys’ fees) if the person acted in good faith and has not been adjudged liable to the corporation (upon application, however, the Court of Chancery, or the court in which the action was brought, can decide that, and how much, indemnification is fair and reasonable in spite of the finding of liability).
3. [Obligation to indemnify D&O in case of successful defense]
   1. The corporation must reimburse a present or former director or officer for expenses (including attorneys’ fees) actually and reasonably incurred in defense of any proceeding referred to in subsections (a) or (b) or of any claim, issue, or matter therein, to the extent they have been successful on the merits or otherwise.
   2. “Officer” for purposes of paragraph (1) only includes those who at any time of the act or omission were among the corporation’s senior officers (as listed in section 3114(b) of title 10) or had, by written agreement with the corporation, consented to be identified as an officer for purposes of accepting delivery of process to the registered agent of the corporation. [1] Other persons may be reimbursed under the conditions of paragraph (1).
4. [Decision to indemnify: who, how] “Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section.”With respect to a current director or officer, 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) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.”
5. [Advances] The corporation may pay expenses (including attorneys’ fees) in advance of the final disposition of the proceeding. Current officers or directors may be paid advances only upon undertaking to repay such amount if it shall ultimately be determined that he/she is not entitled to indemnification.
6. [Other rights to indemnification] Indemnification and advances under this section’s subsections are not exclusive of any other rights to indemnification or advances under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. [no post facto amendments] A right to indemnification or advances under the charter or bylaws shall not be impaired by an amendment after the occurrence of the act or omission that is the subject of the action in question, unless such amendment had been explicitly reserved in the charter or bylaws, as the case may be.
7. [Power to maintain D&O insurance] A corporation has power to purchase insurance on behalf of any person, and against any liability, covered by this section, whether or not the corporation would have the power to indemnify.
8. [Indemnification after merger] For purposes of this section, after a consolidation or merger, directors, officers, employees and agents of a constituent corporation stand in the same position with respect to the resulting or surviving corporation as they would have with respect to such constituent corporation if its separate existence had continued.
9. [Employee benefit plans] With respect to employee benefit plans, references to “fines” shall include any excise taxes assessed; and acting in good faith includes acting in the interest of the participants and beneficiaries of an employee benefit plan.
10. [Former directors etc.; heirs and successors] “The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.”
11. [Exclusive jurisdiction of the Court of Chancery] The Court of Chancery has exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification, whether brought under this section or otherwise. It may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

[1] [Section 3114(b) lists (1) the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, and (2) those identified in the corporation’s SEC filings as one of its most highly compensated executive officers.] Paragraph (c)(2) only applies to acts or omissions occurring after 12/31/2020.