Delaware Code Title 7. Conservation § 6426. Indemnification of directors

(a) The State shall indemnify a director who is a party or is threatened to be made a party to any suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director of the Authority, against expenses, including attorney's fees, judgments, fines and amounts paid in connection with such action, suit or proceeding, if such director acted in good faith and in a manner such director believed to be in the best interests of the Authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

(b) Any indemnification under this section shall be made only as authorized in the specific case upon a determination that indemnification of the director is proper in the circumstances because the director has met the applicable standard of conduct set forth in subsection (a) of this section.  Such a determination shall be made by the Attorney General or the Attorney General's designee within 15 days of the date of receipt of a request for such a determination.  In the event the Attorney General fails to make the determination within the time frame specified, the requested indemnification hereunder shall be deemed as granted.

(c) Expenses incurred in defending any suit or proceeding referred to herein may be paid in advance of the final disposition of such suit or proceeding upon submission of documentation to the directors regarding the validity of such expenses.

(d) No payment under this section shall be made unless the director seeking such payment shall agree that the State be subrogated, to the extent of such payment, to all rights of recovery of such director, and shall agree to execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the State effectively to bring suit in the name of the State.

(e) Any eligible director seeking indemnification under this section shall file a written request for determination with the Attorney General setting forth in full the circumstances supporting the claim for indemnification.

(f) The indemnification provided in this section shall apply only to acts and/or omissions occurring subsequent to January 1, 1977.  In the event expenses covered by the indemnity set forth in this section are payable under a valid and enforceable commercial insurance policy maintained by and/or for the benefit of the directors, this indemnity shall not apply to expenses subject to recovery pursuant to such insurance coverage.