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

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

"Director" means an individual who isor was a director of a corporation or an individual who, while a director of acorporation, is or was serving at the corporation's request as a director,officer, partner, trustee, employee, or agent of another foreign or domesticbusiness or nonprofit corporation, partnership, joint venture, trust, employeebenefit plan, or other enterprise.  A director is considered to be serving anemployee benefit plan at the corporation's request if the director's duties tothe corporation also impose duties on, or otherwise involve services by, thedirector to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estateor personal representative of a director.

"Expenses" includes counsel fees.

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

"Official capacity" means withrespect to a director, the office of director in a corporation and with respectto 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 agencyrelationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign ordomestic business or nonprofit corporation or any partnership, joint venture,trust, employee benefit plan, or other enterprise.

"Party" includes an individual whowas, is, or is threatened to be made a named defendant or respondent in aproceeding.

"Proceeding" means any threatened,pending, or completed action, suit, or proceeding whether civil, criminal,administrative, or investigative and whether formal or informal. [L 2001, c105, pt of §1]