Section 7021. Indemnification of directors and officers by a court

1.
  Notwithstanding the failure of a corporation to provide indemnification,
  and despite any contrary resolution of the board of directors or of  the
  stockholders  in  the specific case under section seven thousand twenty,
  indemnification shall be awarded by a court  to  the  extent  authorized
  under  section  seven  thousand  nineteen and subdivision one of section
  seven thousand twenty.  Application therefor may be made, in every case,
  either:
    (a) In the civil action or  proceeding  in  which  the  expenses  were
  incurred or other amounts were paid, or
    (b)  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.
    2. 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  stockholders  and  such
  other persons as it may designate in such manner as it may require.
    3.  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.