Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines the director is:(1) Entitled to mandatory indemnification under § 48-18-503, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or(2) Fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in § 48-18-502 or was adjudged liable as described in § 48-18-502(d), but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred.Acts 1986, ch. 887, § 8.54.
Tennessee Legal Code