is thritatened >in he Aide a pans to any thrcitenerl, pang% or oomph/pi action, suit, or. proceeding, whether civil, cloininat, administrative, or hWintigitivo (other than at action by or inxhc right of Coxporarta0 by mum of the fact that he o; she is OtAVIO a director*, officer, employee, or agent orthe C