State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-20_102

21-20,102. Indemnification; terms, defined.For purposes of sections 21-20,102 to 21-20,111:(1) Corporation shall include any domestic or foreign predecessor entity of a corporation in a merger;(2) Director or officer shall mean 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, member of a limited liability company, trustee, employee, or agent of another domestic or foreign corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other entity. A director or officer shall be considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on or otherwise involve services by him or her to the plan or to participants in or beneficiaries of the plan. Director or officer shall include, unless the context requires otherwise, the estate or personal representative of a director or officer;(3) Disinterested director shall mean a director who, at the time of a vote referred to in subsection (3) of section 21-20,105 or a vote or selection referred to in subsection (2) or (3) of section 21-20,107, is not (a) a party to the proceeding or (b) 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;(4) Expenses shall include attorney's fees;(5) Liability shall mean 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;(6) Official capacity shall mean (a) when used with respect to a director, the office of director in a corporation, and (b) when used with respect to an officer, as contemplated in section 21-20,108, the office in a corporation held by the officer. Official capacity shall not include service for any other domestic or foreign corporation or limited liability company or any partnership, joint venture, trust, employee benefit plan, or other entity;(7) Party shall mean an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding; and(8) Proceeding shall mean any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal. SourceLaws 1995, LB 109, § 102.