(b) Corporate Status describes the status of a person who is or was a director, trustee, partner, managing member, officer, employee, agent or fiduciary of the Corporation or any Covered Entity.
(c) Covered Entity shall mean the Corporation and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity or enterprise (as well as any domestic or foreign predecessor entity of each such entity in a merger, consolidation or other transaction) of which Executive is, was or may be deemed to be serving at the request of the Corporation as a director, officer, employee, partner (limited or general), trustee, agent or fiduciary. References to serving at the request of the Corporation shall include any service as a director, officer, employee, partner (limited or general), trustee, agent or fiduciary of a Covered Entity which imposes duties on, or involves services by, such director, officer, employee, partner (limited or general), trustee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries.
(d) Disinterested Director means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Executive and does not otherwise have an interest materially adverse to any interest of Executive.
(e) Disqualifying Conduct means (i) acts were committed by Executive in bad faith or were the result of active and deliberate dishonesty by Executive and were material to the cause of action or (ii) that Executive personally gained in fact a financial profit or other advantage to which he was not legally entitled.
(f) Expenses shall include all reasonable attorneys fees, retainers, court and arbitration costs, transcript costs, fees and other costs of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, scanning and data processing charges, electronic legal research and other database charges, telephone charges, postage, delivery service fees, and all other disbursements, obligations or expenses of the types customarily incurred in connection with, or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) Expenses incurred in connection with recovery under any directors and officers liability insurance policies maintained by the Corporation, regardless of whether Executive is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 12(d) only, Expenses incurred by Executive in connection with the interpretation, enforcement or defense of Executives rights under this Agreement, the Certificate of Incorporation, the By-laws or under any directors and officers liability insurance policies maintained by the Corporation by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Executive or the amount of judgments or fines (including any excise tax assessed with respect to any employee benefit plan) against Executive.