E. 
Indemnification



 



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



"Corporation" includes any domestic
or 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 a
corporation or who, while a director or officer of the corporation, is or was
serving 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 or
officer is considered to be serving an employee benefit plan at the
corporation's request if the duties of the director or officer to the
corporation also impose duties on, or otherwise involve services by, the
director or officer to the plan or to participants in or beneficiaries of the
plan.  "Director" or "officer" includes, unless the context
requires otherwise, the estate or personal representative of a director or
officer.



"Disinterested director" means a
director who, at the time of a vote referred to in section 414-244(c) or a vote
or 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 advance
for expenses is the subject of the decision being made, which relationship
would, in the circumstances, reasonably be expected to exert an influence on
the director's judgment when voting on the decision being made.



"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 incurred with
respect to a proceeding.



"Official capacity" means:



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



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



"Official capacity" does not include
service for any other domestic or foreign corporation or any partnership, joint
venture, 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]