Hawaii Indemnification Agreement: A Detailed Description and Types of Agreements for Determining Compliance with Indemnification Standards Introduction: In Hawaii, the Indemnification Agreement serves as a crucial legal document between a corporation and its directors. It outlines the terms and conditions for providing indemnification to directors, ensuring they are protected in various legal situations. This detailed description provides valuable insights into the Hawaii Indemnification Agreement, including the methods for determining compliance with indemnification standards. Additionally, different types of Indemnification Agreements specific to Hawaii will also be covered. Detailed Description: 1. Purpose of the Agreement: The primary objective of the Hawaii Indemnification Agreement is to provide directors with indemnification, ensuring their essential roles in corporate decision-making are safeguarded. It establishes a contractual relationship between the corporation and its directors, offering protection against legal actions resulting from their duties as directors. 2. Core Provisions of the Agreement: a. Indemnification Scope: The agreement defines the specific scenarios in which the corporation will indemnify directors, such as legal proceedings arising from lawsuits, regulatory actions, or investigations related to corporate matters. b. Standard of Conduct: The agreement outlines the standard of conduct expected from directors to be eligible for indemnification. It often includes adherence to state and federal laws, compliance with the corporation's bylaws, acting in good faith, and prioritizing the interests of the corporation and its shareholders. c. Advancement of Expenses: The agreement specifies whether the corporation will advance legal expenses to directors before the final determination of their entitlement to indemnification, helping to alleviate financial burdens during legal proceedings. d. Method for Determining Compliance: A crucial aspect of the Indemnification Agreement is defining the method for determining whether a director meets the necessary standards for indemnification. Hawaii provides the following methods: i. Board Determination: This approach involves a majority vote of the corporation's disinterested directors or the presence of legal counsel in deciding whether indemnification is warranted. It may also consider the advice of independent experts when determining compliance. ii. Independent Legal Counsel: This method allows directors to seek advice and representation from independent legal counsel regarding their eligibility for indemnification. The counsel's opinion on compliance with the indemnification standards holds significant weight in the final determination. iii. Shareholder Determination: In certain cases, the corporation's shareholders may have the authority to determine compliance with indemnification standards. This approach involves obtaining a majority vote from disinterested shareholders to decide on the eligibility. Types of Hawaii Indemnification Agreements: 1. Standard Indemnification Agreement: This type of agreement provides a comprehensive framework for indemnification between a corporation and its directors. It includes the core provisions mentioned earlier and adopts one of the methods for determining compliance, typically the Board Determination. 2. Indemnification Agreement with Independent Legal Counsel: In situations where directors prefer an additional layer of protection, this agreement allows them to engage independent legal counsel for advice and representation. The counsel's opinion plays a pivotal role in determining compliance with indemnification standards. Conclusion: The Hawaii Indemnification Agreement is a vital tool for providing directors with important legal protections. With carefully drafted provisions and a clear method for determining compliance, this agreement ensures directors can confidently fulfill their roles without undue concern over legal repercussion. By understanding the types and intricacies of the Hawaii Indemnification Agreement, corporations can navigate the complexities of indemnification while safeguarding their directors' interests.
Hawaii Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
Description
How to fill out Indemnification Agreement Between Corporation And Its Directors Regarding Method For Determining Whether Standards For Indemnification Have Been Met?
US Legal Forms - one of several most significant libraries of legal forms in America - provides a wide range of legal document themes you are able to down load or print out. Utilizing the website, you may get a large number of forms for company and person uses, sorted by classes, claims, or key phrases.You can get the most up-to-date variations of forms such as the Hawaii Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met in seconds.
If you have a subscription, log in and down load Hawaii Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met through the US Legal Forms local library. The Download button will show up on every single type you view. You gain access to all formerly acquired forms in the My Forms tab of the profile.
If you would like use US Legal Forms initially, listed here are simple instructions to help you started off:
- Make sure you have picked the correct type for your city/county. Click on the Preview button to check the form`s content. Read the type information to actually have selected the proper type.
- If the type doesn`t suit your requirements, take advantage of the Look for discipline on top of the display screen to find the the one that does.
- Should you be happy with the form, affirm your decision by clicking on the Purchase now button. Then, select the prices plan you like and supply your references to sign up on an profile.
- Approach the deal. Use your bank card or PayPal profile to finish the deal.
- Find the format and down load the form in your device.
- Make alterations. Fill out, edit and print out and signal the acquired Hawaii Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met.
Each format you added to your money does not have an expiry date and it is the one you have eternally. So, in order to down load or print out one more backup, just proceed to the My Forms area and click on on the type you need.
Obtain access to the Hawaii Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met with US Legal Forms, one of the most extensive local library of legal document themes. Use a large number of skilled and condition-particular themes that meet your company or person requires and requirements.
Form popularity
FAQ
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.
It depends. There are some situations where indemnification is mandatory, but in most circumstances whether a director or officer is entitled to indemnification depends on the plain language of the corporation's bylaws or certificate of incorporation.
Indemnifications, or ?hold harmless? provisions, shift risks or potential costs from one party to another. One party to the contract promises to defend and pay costs and expenses of the other if specific circumstances arise (often a claim or dispute with a third party to the contract).
In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.
? The duty to indemnify arises only once loss, damage, or liability has been incurred. ? The duty to defend, by contrast, arises when a claim has been made that could potentially result in loss, damage, or liability. ? An exculpatory provision governs liability as between the two parties to a contract.
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.
A Standard Clause to be inserted into a written executive employment contract detailing the corporate employer's obligation to reimburse the executive for losses incurred in legal proceedings related to service as a corporate director or officer.
Indemnification is, generally speaking, a reimbursement by a company of its Ds&Os for expenses or losses they have incurred in connection with litigation or other proceedings relating to their service to the company.