[§414D-159]  Definitions.  Sections 414D‑160
to 414D‑167 shall incorporate the following definitions:



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



"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
business or nonprofit corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise.  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, unless the context requires otherwise, the estate
or personal representative of a director.



"Expenses" includes counsel fees.



"Liability" means the obligation to
pay a judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), or reasonable expenses actually
incurred with respect to a proceeding.



"Official capacity" means with
respect to a director, the office of director in a corporation and with respect
to an individual other than a director as contemplated in section 414D‑165,
the office in a corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the corporation. 
"Official capacity" does not include service for any other foreign or
domestic business or nonprofit corporation or any partnership, joint venture,
trust, employee benefit plan, or other enterprise.



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



"Proceeding" means any threatened,
pending, or completed action, suit, or proceeding whether civil, criminal,
administrative, or investigative and whether formal or informal. [L 2001, c
105, pt of §1]