17-102E 17-102E . . . Indemnification Agreements between corporation and its directors and non-director officers at level of Vice President and above. The proposal states that Board anticipates that, if these Indemnification Agreements are ratified and approved, corporation may enter into similar Indemnification Agreements with new directors and non-director officers at same levels without seeking stockholder approval or ratification and that stockholder who votes in favor of ratification and approval sought herein may be estopped from making a claim that such future agreements are invalid
Connecticut Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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US-CC-17-102E
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How to fill out Indemnification Agreement Between Corporation And Its Directors And Non-Director Officers At Vice President Level And Above?
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Section 145(b) empowers a corporation to indemnify its directors against expenses incurred in connection with the defense or settlement of an action brought by or in the right of the corporation, subject to the standard of conduct determination, and except that no indemnification may be made as to any claim to which ...
?Where one who has committed no actual wrong is held vicariously liable for the wrongdoing of another, he has a right to indemnification from the actual wrongdoer.? Id.
Connecticut nonstock corporations are required to indemnify directors, officers and agents under certain circumstances. "Indemnification" means that the organization must "pay back" the individual for damages and expenses relating to a claim that arises from conduct in the course of his/her duty for the organization.
Insurance ? The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same extent as the most favorably insured of the company's and its affiliates' current directors and officers.
In the indemnification agreement, the corporation agrees to reimburse the director or officer for losses incurred in legal proceedings related to their service as a corporate director or officer to the maximum extent permitted by law.
In Connecticut, there is a five-year time limit for the filing of crimes that carry a punishment of imprisonment for more than one year. Most other crimes, with some notable exceptions, have a one-year deadline. Murder and other Class A felonies, meanwhile, have no statute of limitations.
This mandatory indemnification. includes the payment of reasonable expenses. and attorneys' fees incurred in connection. with the lawsuit. Directors and officers are entitled to enforce their right to mandatory indemnification in court.
Notwithstanding any provision of this chapter, an action for indemnification may be brought within three years from the date of the determination of the action against the party which is seeking indemnification by either judgment or settlement.