E. Indemnification

 

[§414-241]  Definitions.  As used inthis subpart:

"Corporation" includes any domesticor foreign predecessor entity of a corporation in a merger.

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

"Disinterested director" means adirector who, at the time of a vote referred to in section 414-244(c) or a voteor selection referred to in section 414-246(b) or (c), is not:

(1)  A party to the proceeding; or

(2)  An individual having a familial, financial, professional,or employment relationship with the director whose indemnification or advancefor expenses is the subject of the decision being made, which relationshipwould, in the circumstances, reasonably be expected to exert an influence onthe director's judgment when voting on the decision being made.

"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 incurred withrespect to a proceeding.

"Official capacity" means:

(1)  When used with respect to a director, the officeof director in a corporation; and

(2)  When used with respect to an officer, ascontemplated in section 414-247, the office in a corporation held by theofficer.

"Official capacity" does not includeservice for any other domestic or foreign corporation or any partnership, jointventure, trust, employee benefit plan, or other entity.

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

"Proceeding" means any threatened,pending, or completed action, suit, or proceeding, whether civil, criminal,administrative, arbitrative, or investigative and whether formal or informal.[L 2000, c 244, pt of §1]