§ 55-8-50. Policy statement and definitions.
Part 5. Indemnification.
§ 55‑8‑50. Policystatement and definitions.
(a) It is the public policyof this State to enable corporations organized under this Chapter to attractand maintain responsible, qualified directors, officers, employees and agents,and, to that end, to permit corporations organized under this Chapter toallocate the risk of personal liability of directors, officers, employees andagents through indemnification and insurance as authorized in this Part.
(b) Definitions in thisPart:
(1) "Corporation"includes any domestic or foreign corporation absorbed in a merger which, if itsseparate existence had continued, would have had the obligation or power toindemnify its directors, officers, employees, or agents, so that a person whowould have been entitled to receive or request indemnification from suchcorporation if its separate existence had continued shall stand in the sameposition under this Part with respect to the surviving corporation.
(2) "Director"means an individual who is or was a director of a corporation or an individualwho, while a director of a corporation, is or was serving at the corporation'srequest as a director, officer, partner, trustee, employee, or agent of anotherforeign or domestic corporation, partnership, joint venture, trust, employeebenefit plan, or other enterprise. A director is considered to be serving anemployee benefit plan at the corporation's request if his duties to thecorporation also impose duties on, or otherwise involve services by, him to theplan or to participants in or beneficiaries of the plan. "Director"includes, unless the context requires otherwise, the estate or personalrepresentative of a director.
(3) "Expenses"means expenses of every kind incurred in defending a proceeding, includingcounsel fees.
(4) "Liability"means the obligation to pay a judgment, settlement, penalty, fine (including anexcise tax assessed with respect to an employee benefit plan), or reasonableexpenses incurred with respect to a proceeding.
(4a) "Officer","employee", or "agent" includes, unless the contextrequires otherwise, the estate or personal representative of a person who actedin that capacity.
(5) "Officialcapacity" means: (i) when used with respect to a director, the office ofdirector in a corporation; and (ii) when used with respect to an individualother than a director, as contemplated in G.S. 55‑8‑56, the officein a corporation held by the officer or the employment or agency relationshipundertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign ordomestic corporation or any partnership, joint venture, trust, employee benefitplan, or other enterprise.
(6) "Party"includes an individual who was, is, or is threatened to be made a nameddefendant 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 orinformal. (1955, c. 1371, s. 1; 1969, c. 797, s. 2; 1973, c.469, s. 6; 1985 (Reg. Sess., 1986), c. 1027, s. 39; 1989, c. 265, s. 1; 1993,c. 552, s. 12.)