10-850

10-850. Definitions

In this article, unless the context otherwise requires:

1. "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's existence ceased
on consummation of the transaction.

2. "Director" means an individual who is or was a director of a corporation or an
individual who, while a director of a corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan or other
entity. A director is considered to be serving an employee benefit plan at the
corporation's request if the director's duties to the corporation also impose duties on
or otherwise involve services by the director to the plan or to participants in or
beneficiaries of the plan. Director includes the estate or personal representative of a
director.

3. "Expenses" includes attorney fees and all other costs and expenses reasonably
related to a proceeding.

4. "Liability" means the obligation to pay a judgment, settlement, penalty or fine,
including an excise tax assessed with respect to an employee benefit plan, or reasonable
expenses incurred with respect to a proceeding and includes obligations and expenses that
have not yet been paid by the indemnified person but that have been or may be incurred.

5. "Officer" means an individual who is or was an officer of a corporation or an
individual who, while an officer of a corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan or other
entity. An officer is considered to be serving an employee benefit plan at the
corporation's request if the officer's duties to the corporation also impose duties on or
otherwise involve services by the officer to the plan or to participants in or
beneficiaries of the plan. Officer includes the estate or personal representative of an
officer.

6. "Official capacity" means, if used with respect to a director, the office of
director in a corporation and, if used with respect to an officer as contemplated in
section 10-856, the office in a corporation held by the officer. Official capacity does
not include service for any other foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan or other entity.

7. "Outside director" means a director who, when serving as a director, was not an
officer, employee or holder of more than five per cent of the outstanding shares of any
class of stock of the corporation or of any affiliate of the corporation.

8. "Party" includes an individual who was, is or is threatened to be made a named
defendant or respondent in a proceeding.

9. "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether formal
or informal.