outside director
(10) Definitions For purposes of this subsection— (A) a covered person “knowingly commits a violation of the securities laws”— (i) with respect to an action that is based on an untrue statement of material fact or omission of a material fact necessary to make the statement not misleading, if— (I) that covered person makes an untrue statement of a material fact, with actual knowledge that the representation is false, or omits to state a fact necessary in order to make the statement made not misleading, with actual knowledge that, as a result of the omission, one of the material representations of the covered person is false; and (II) persons are likely to reasonably rely on that misrepresentation or omission; and (ii) with respect to an action that is based on any conduct that is not described in clause (i), if that covered person engages in that conduct with actual knowledge of the facts and circumstances that make the conduct of that covered person a violation of the securities laws; (B) reckless conduct by a covered person shall not be construed to constitute a knowing commission of a violation of the securities laws by that covered person; (C) the term “covered person” means— (i) a defendant in any private action arising under this chapter; or (ii) a defendant in any private action arising under section 77k of this title , who is an outside director of the issuer of the securities that are the subject of the action; and (D) the term “outside director” shall have the meaning given such term by rule or regulation of the Commission.