§ 901. Article definitions

In this article:

(1) "Enterprise" includes any enterprise or foreign predecessor entity of an enterprise in a merger or other transaction in which the predecessor's existence ceased upon the consummation of the transaction.

(2) "Director" means an individual who is or was a director of an enterprise or an individual who, while a director of an enterprise, is or was serving at the enterprise's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic enterprise, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the enterprise's request if the director's duties to the enterprise 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.

(3) "Expenses" means the reasonable costs incurred in connection with a proceeding, including reasonable attorney's fees.

(4) "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.

(5) "Official capacity" means:

(A) When used with respect to a director, the office of director in an enterprise.

(B) When used with respect to an individual other than a director, as contemplated in section 907 of this title, the office in an enterprise held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the enterprise. "Official capacity" does not include service for any other foreign or domestic corporation or any enterprise or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

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

(7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

(8) "Special legal counsel" means counsel that has never been an employee of the enterprise and who has not and whose firm has not performed legal services for the enterprise pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)