                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-875)

In this article:
		&#8220;Corporation&#8221; includes any domestic corporation and any domestic
or foreign predecessor entity of a domestic 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 foreign or domestic corporation, limited liability
company, 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&#8217;s request if such person&#8217;s duties to the
corporation also impose duties on, or otherwise involve services by, such person
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;Expenses&#8221; includes counsel fees.
		&#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 reasonable 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; or (ii) when used with
respect to an officer, as contemplated in § 13.1-881, the office in a
corporation held by the officer. &#8220;Official capacity&#8221; does not
include service for any other foreign or domestic corporation or any
partnership, joint venture, trust, employee benefit plan, or other entity.
		&#8220;Party&#8221; means an individual who was, is, or is threatened to be
made a named 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: 1985, c. 522; 2007, c. 925; 2009, c. 587.