                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-696)

As used in this article:
		&#8220;Corporation&#8221; includes any corporation and any domestic or foreign
predecessor entity of a corporation in a merger or other transaction in which
the predecessor&#8217;s existence ceased upon consummation of the transaction.
		&#8220;Director&#8221; or &#8220;officer&#8221; 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&#8217;s request as a director, officer, manager, partner, trustee,
employee, or agent of another entity or employee benefit plan. A director or
officer is considered to be serving an employee benefit plan at the
corporation&#8217;s request if the individual&#8217;s duties to the corporation
also impose duties on, or otherwise involve services by, the individual to the
plan or to participants in or beneficiaries of the plan. &#8220;Director&#8221;
or &#8220;officer&#8221; includes, unless the context requires otherwise, the
estate or personal representative of a director or officer.
		&#8220;Liability&#8221; means the obligation to pay a judgment, settlement,
penalty, fine, including any excise tax assessed with respect to an employee
benefit plan, or expenses incurred with respect to a proceeding.
		&#8220;Official capacity&#8221; means (i) when used with respect to a
director, the office of director in a corporation and (ii) when used with
respect to an officer, as contemplated in § 13.1-702, the office in a
corporation held by the officer. &#8220;Official capacity&#8221; does not
include service for any other entity or employee benefit plan.
		&#8220;Party&#8221; means an individual who was, is, or is threatened to be
made a defendant or respondent in a proceeding.
		&#8220;Proceeding&#8221; means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative and whether formal or informal.

HISTORY: Code 1950, § 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985,
c. 522; 2005, c. 765; 2009, c. 587; 2019, c. 734.