16-10a-901 - Definitions. - Utah Statutes

16-10a-901. Definitions.
As used in Part 9:
(1) "Corporation" includes any domestic or foreign entity that is a predecessor of acorporation by reason of a merger or other transaction in which the predecessor's existence ceasedupon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or anindividual who, while a director of a corporation, is or was serving at the corporation's request asa director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreigncorporation or other person or of an employee benefit plan. A director is considered to be servingan employee benefit plan at the corporation's request if his duties to the corporation also imposeduties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries ofthe plan. "Director" includes, unless the context requires otherwise, the estate or personalrepresentative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation incurred with respect to a proceeding to pay ajudgment, settlement, penalty, fine (including an excise tax assessed with respect to an employeebenefit plan), or reasonable expenses.
(5) "Officer," "employee," "fiduciary," and "agent" include any person who, whileserving the indicated relationship to the corporation, is or was serving at the corporation's requestas a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic orforeign corporation or other person or of an employee benefit plan. An officer, employee,fiduciary, or agent is considered to be serving an employee benefit plan at the corporation'srequest if that person's duties to the corporation also impose duties on, or otherwise involveservices by, that person to the plan or participants in, or beneficiaries of the plan. Unless thecontext requires otherwise, such terms include the estates or personal representatives of suchpersons.
(6) (a) "Official capacity" means:
(i) when used with respect to a director, the office of director in a corporation; and
(ii) when used with respect to a person other than a director, as contemplated in Section16-10a-907, the office in a corporation held by the officer or the employment, fiduciary, oragency relationship undertaken by him on behalf of the corporation.
(b) "Official capacity" does not include service for any other foreign or domesticcorporation, other person, or employee benefit plan.
(7) "Party" includes an individual who was, is, or is threatened to be made a nameddefendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or completed action, suit, orproceeding, whether civil, criminal, administrative, or investigative and whether formal orinformal.

Enacted by Chapter 277, 1992 General Session