355.461. Indemnification--definitions.

MISSOURI STATUTES AND CODES

355.461. Indemnification--definitions.

Indemnification--definitions.

355.461. As used in sections 355.461 to 355.501, thefollowing terms mean:

(1) "Corporation" includes any domestic or foreignpredecessor entity of a corporation in a merger or othertransaction in which the predecessor's existence ceased uponconsummation of the transaction;

(2) "Director", an individual who is or was a director of acorporation or an individual who, while a director of acorporation, is or was serving at the corporation's request as adirector, officer, partner, trustee, employee, or agent ofanother foreign or domestic business or nonprofit corporation,partnership, joint venture, trust, employee benefit plan, orother enterprise. A director is considered to be serving anemployee benefit plan at the corporation's request if thedirector's duties to the corporation also impose duties on, orotherwise involve services by, the director to the plan or toparticipants in or beneficiaries of the plan. "Director"includes, unless the context requires otherwise, the estate orpersonal representative of a director;

(3) "Expenses" include counsel fees;

(4) "Liability", the obligation to pay a judgment,settlement, penalty, fine, including an excise tax assessed withrespect to an employee benefit plan, or reasonable expensesactually incurred with respect to a proceeding;

(5) "Official capacity", the office of director in acorporation when used with respect to a director; and, when usedwith respect to an individual other than a director, ascontemplated in section 355.476, the office in a corporation heldby 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 otherforeign or domestic business or nonprofit corporation or anypartnership, joint venture, trust, employee benefit plan, orother enterprise;

(6) "Party" includes an individual who was, is or isthreatened to be made, a named defendant or respondent in aproceeding;

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