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
District of Columbia Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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Indemnification is often very broad, often extending ?to the maximum extent permitted by law?, whereas D&O insurance polices contain numerous exclusions and conditions. In addition, D&O insurance must be renewed each year, with possible changes in terms and conditions.
A company may, however, lend money to a director to fund the director's defence costs. Frequently, an indemnity will include a provision under which the company agrees to lend the director the amounts necessary to fund the director's defence costs.
Many company constitutions set out rights of indemnity for directors, and often also include provision for directors and officers (D&O) insurance. Alternatively, they may simply provide that the company may indemnify directors. The deed of indemnity is an agreement between the company and a director.
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 ... Indemnification of Directors of Corporations and Managers of ... americanbar.org ? resources ? 2022-august americanbar.org ? resources ? 2022-august
Under a typical indemnification provision, the employer agrees to indemnify the executive against lawsuits, claims, or demands against the employee resulting from the employee's good faith performance of his or her duties and obligations. Indemnification Clause in an Employment Agreement clousebrown.com ? executive-agreements ? indem... clousebrown.com ? executive-agreements ? indem...
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. Indemnity and Insurance: How Directors and Officers Can Enhance ... cooley.com ? news ? insight ? 2022-08-15-i... cooley.com ? news ? insight ? 2022-08-15-i...
A director and officer indemnification agreement is a contract that allows executives to protect themselves from claims made against them while performing job. Indemnification means that in the event a lawsuit is filed against a company, the indemnified party is "held harmless" from claims. Director And Officer Indemnification Agreement: Definition & Sample contractscounsel.com ? director-and-officer-... contractscounsel.com ? director-and-officer-...
Indemnification refers to the right to have a company reimburse current or former directors or officers for all losses, including legal fees, incurred in connection with litigation arising from actions taken in service to the company or at the company's direction.