definiens: means any person who serves or has served the Corporation as a director on the Board of Directors ofthe Corporation;(c ) means, with respect to each Proceeding in respect of which indemnification is soughthereunder, a Director of the Corporation who is not and was not a party to such Proceeding;(d ) means all reasonable attorneys fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors ( including, without limitation, accountants and investment bankers ), travelexpenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroompresentation aids and devices, costs incurred in connection with document review, organization, imaging andcomputerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the typecustomarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being orpreparing to be a witness in, settling or otherwise participating in, a Proceeding;(e ) means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;(f ) means any person who serves or has served the Corporation as an officer appointed by the Board ofDirectors of the Corporation;(g ) means any threatened, pending or completed action, suit, arbitration, alternate dispute resolutionmechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative ; and(h ) shall mean any corporation, partnership, limited liability company, joint venture, trust or otherentity of which the Corporation owns ( either directly or through or together with another Subsidiary of the Corporation)either ( i ) a general partner, managing member or other similar interest or ( ii ) ( A ) 50 % or more of the voting power of thevoting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or(B ) 50 % or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity