The Indiana Indemnification Agreement between a Corporation and its Directors and Non-Director Officers at Vice President Level and Above is a legally binding document that outlines the terms and conditions under which the corporation agrees to provide indemnification or financial protection to its top-level executives during legal proceedings. This agreement serves as a safeguard for these individuals who bear significant responsibilities within the corporation and may face potential legal actions or claims arising from their actions or decisions made in connection with their roles. It provides assurance and support to directors and officers at the vice-president level and above in carrying out their duties without the fear of personal financial loss. The Indiana Indemnification Agreement typically covers various key aspects, including: 1. Indemnification Scope: The agreement clearly defines the scope of indemnification, outlining the specific circumstances or legal claims for which the corporation will provide protection. This may include claims related to negligence, breach of duty, or any act or omission committed by these individuals in good faith. 2. Advancement of Expenses: The agreement may include provisions for the advancement of expenses incurred by the director or officer in the course of legal proceedings. This may encompass legal fees, court costs, and other related expenses necessary for their defense. 3. Standard of Conduct: The agreement may specify the standard of conduct expected from the directors and officers. It may outline the requirement for them to act in good faith, exercise reasonable care, and act in the best interests of the corporation while performing their duties. 4. Insurance Coverage: The agreement may address the corporation's obligation to maintain appropriate insurance coverage, such as director and officer liability insurance, to further protect the directors and officers from potential personal liability. 5. Limitations and Exceptions: The agreement might include certain limitations or exceptions to indemnification, such as instances of intentional misconduct, willful neglect of duties, or acts deemed contrary to the corporation's best interests. Different types of Indiana Indemnification Agreements between a Corporation and its Directors and Non-Director Officers at Vice President Level and Above may include: 1. General Indemnification Agreement: This is a comprehensive agreement that provides broad protection to directors and officers for a wide range of claims and legal actions. 2. Limited Indemnification Agreement: This type of agreement may provide a more limited scope of indemnification, focusing on specific types of legal claims or actions. 3. Indemnification Agreement with D&O Insurance Provisions: This type of agreement may include additional provisions related to the existence and coverage of director and officer liability insurance. It ensures that the corporation maintains suitable insurance coverage to support the indemnification obligations. 4. Individualized Indemnification Agreement: In some cases, the corporation may negotiate individualized indemnification agreements with specific directors and officers at the vice-president level and above. These agreements may include tailored provisions and conditions based on the particular circumstances and positions held by these individuals. It is crucial for both the corporation and its directors and officers to carefully review and understand the terms and conditions outlined in the Indiana Indemnification Agreement. Seeking legal advice is highly recommended ensuring compliance with state laws and to adequately protect the interests of all parties involved.
Indiana Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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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.
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.
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.
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.
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 & Volunteer Protection ? Most nonprofit bylaws include indemnification provisions ? language that expresses the intent of the nonprofit to cover the expenses a board member might incur in defending an action and paying settlements or judgments related to his service on the board.
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.