2758

LAWS OF MARYLAND

Ch. 737

(1)  "DIRECTOR" MEANS ANY PERSON WHO IS OR WAS A
DIRECTOR OF A CORPORATION AND ANY PERSON WHO, WHILE A
DIRECTOR OF A CORPORATION, IS OR WAS SERVING AT THE REQUEST
OF THE CORPORATION AS A DIRECTOR, OFFICER, PARTNER, TRUSTEE,
EMPLOYEE, OR AGENT OF ANOTHER FOREIGN OR DOMESTIC
CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, OTHER
ENTERPRISE, OR EMPLOYEE BENEFIT PLAN.

(2)  "CORPORATION" INCLUDES ANY DOMESTIC OR
FOREIGN PREDECESSOR ENTITY OF THE A CORPORATION IN A MERGER,
CONSOLIDATION, OR OTHER TRANSACTION IN WHICH THE
PREDECESSOR'S EXISTENCE CEASED UPON CONSUMMATION OF THE
TRANSACTION.

(3)  "EXPENSES" INCLUDE ATTORNEY'S FEES.

(4)  "OFFICIAL CAPACITY" MEANS THE FOLLOWING:

(I)  WHEN USED WITH RESPECT TO A DIRECTOR,
THE OFFICE OF DIRECTOR IN THE CORPORATION; AND

(II)  WHEN USED WITH RESPECT TO A PERSON
OTHER THAN A DIRECTOR AS CONTEMPLATED IN SUBSECTION (J), THE
ELECTIVE OR APPOINTIVE OFFICE IN THE CORPORATION HELD BY THE
OFFICER, OR THE EMPLOYMENT OR AGENCY RELATIONSHIP UNDERTAKEN
BY THE EMPLOYEE OR AGENT IN BEHALF OF THE CORPORATION.
"OFFICIAL CAPACITY" DOES NOT INCLUDE SERVICE FOR ANY OTHER
FOREIGN OR DOMESTIC CORPORATION OR ANY PARTNERSHIP, JOINT
VENTURE, TRUST, OTHER ENTERPRISE, OR EMPLOYEE BENEFIT PLAN.

(III)  "OFFICIAL CAPACITY" DOES NOT INCLUDE
SERVICE FOR ANY OTHER FOREIGN OR DOMESTIC CORPORATION OR ANY
PARTNERSHIP, JOINT VENTURE, TRUST, OTHER ENTERPRISE, OR
EMPLOYEE BENEFIT PLAN.

(5)  "PARTY" INCLUDES A PERSON WHO WAS, IS, OR IS
THREATENED TO BE MADE A NAMED DEFENDANT OR RESPONDENT IN A
PROCEEDING.

(6)  "PROCEEDING" MEANS ANY THREATENED, PENDING
OR COMPLETED ACTION, SUIT OR PROCEEDING, WHETHER CIVIL,
CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE.

(B) (1) A CORPORATION MAY INDEMNIFY ANY DIRECTOR MADE
A PARTY TO ANY PROCEEDING BY REASON OF SERVICE IN THAT
CAPACITY IF THE DIRECTOR:

(I)  ACTED IN GOOD FAITH;

(II)  REASONABLY BELIEVED:

1.  IN THE CASE OF CONDUCT IN THE
DIRECTOR'S OFFICIAL CAPACITY WITH THE CORPORATION, THAT THE
CONDUCT WAS IN THE BEST INTERESTS OF THE CORPORATION; AND

2.  IN ALL OTHER CASES, THAT THE
CONDUCT WAS AT LEAST NOT OPPOSED TO THE BEST INTERESTS OF
THE CORPORATION; AND