Hawaii Indemnification Agreement between Corporation and its Current and Future Directors An indemnification agreement is a legal document that outlines the responsibilities and liabilities between a corporation and its directors. In Hawaii, this agreement serves to protect directors from potential legal claims and expenses that may arise in the course of their duties. Keyword: Hawaii Indemnification Agreement. One type of indemnification agreement in Hawaii is the "General Indemnification Agreement." This type of agreement offers comprehensive protection to current and future directors of the corporation, shielding them from personal liability for acts performed within the scope of their official duties. It covers legal expenses, judgments, settlements, and even certain expenses incurred during investigations. Keyword: General Indemnification Agreement. Another type of indemnification agreement between a corporation and its directors in Hawaii is the "Advancement of Expenses Agreement." This agreement allows the directors to request an advance payment from the corporation for legal expenses they may incur during legal proceedings related to their directorial responsibilities. Keyword: Advancement of Expenses Agreement. Additionally, Hawaii corporations may have a "Limited Indemnification Agreement" in place, which provides indemnification to directors only to the extent permitted by the Hawaii Revised Statutes. This agreement limits indemnification to cases where the director acted in good faith and reasonably believed their actions were in the best interest of the corporation. Keyword: Limited Indemnification Agreement. The Hawaii Indemnification Agreement typically includes the following key elements: 1. Scope of Coverage: This section outlines the extent of indemnification, including the type of expenses covered and any limitations or conditions. 2. Procedures for the Indemnification Process: It specifies the steps required for directors to seek indemnification, such as providing written notice to the corporation and cooperating with the investigation or legal proceedings. 3. Advancement of Expenses: If applicable, this section details the procedure for directors to request advances for legal expenses. 4. Standard of Conduct: This clause lays out the standard of conduct required to qualify for indemnification, often requiring directors to act in good faith and in the best interest of the corporation. 5. Indemnification in Third-Party Claims: It covers indemnification in situations where the director faces legal actions initiated by third parties. 6. Indemnification for Expenses Incurred in Internal Proceedings: This section addresses potential legal costs directors may bear in internal proceedings, such as derivative actions brought on behalf of the corporation. 7. Indemnification for Successful Defense: It outlines the corporation's obligation to indemnify directors when they successfully defend against any legal actions related to their directorial role. 8. Severability: This clause ensures that if any part of the agreement is deemed unenforceable, the remaining provisions will still be valid. Directors in Hawaii corporations should carefully review and understand the terms and conditions of the indemnification agreement to ensure they are adequately protected from potential legal risks. Seek legal counsel to draft or review the agreement, as it should be tailored to the specific needs and requirements of the corporation and its directors.
Hawaii Indemnification Agreement between corporation and its current and future directors
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FAQ
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.
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.
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 Agreement to secure against loss or damage; to give security for the reimbursement of a person in case of an anticipated loss falling upon him. Also to make good; to compensate; to make reimbursement to one of a loss already incurred by him.
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.
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.
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.
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.