Indiana Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met

• Category: Corporations - Public - Indemnification
• State: Multi-State
• Control #: US-CC-17-158
• Format: Word; Rich Text

Description

17-158 17-158 . . . Indemnification Agreement between corporation and its directors and/or officers including future directors and officers containing detailed provisions relating to method for determining whether standards for indemnification or reimbursement have been met and making corporation responsible for all costs of determining whether a person is entitled to indemnification or reimbursement regardless of whether person is ultimately found to be entitled to indemnification

An Indiana Indemnification Agreement is a legally binding contract established between a corporation and its directors that outlines the terms and conditions for indemnifying the directors from any liabilities or expenses incurred while fulfilling their duties on behalf of the corporation. This agreement serves to protect directors from personal financial harm in the event of legal actions, lawsuits, or claims against them. The agreement includes a detailed explanation of the method used to determine whether the standards for indemnification have been met. Indiana's law provides specific criteria that must be met for directors to qualify for indemnification. These criteria are often categorized into two types of Indiana Indemnification Agreements: 1. Standard Indemnification Agreement: This type of agreement enumerates the standard conditions that directors must meet to be eligible for indemnification. The agreement typically specifies that directors must have acted in good faith and with the reasonable belief that their actions were in the best interest of the corporation. Additionally, the directors must have exercised the same level of care, skill, and diligence that a reasonably prudent person would have under similar circumstances. If these criteria are met, the corporation agrees to indemnify the director for any legal expenses or damages. 2. Expanded Indemnification Agreement: An expanded indemnification agreement further extends directors' protection by incorporating a broader set of standards for indemnification. This agreement typically includes additional conditions, such as protection for directors who are successful in the defense of legal proceedings against them, regardless of whether the claim or action lacked merit. It may also offer indemnification for expenses incurred in settling claims or actions outside of court. This expanded agreement aims to provide directors with a higher level of indemnification and financial security. To determine whether the standards for indemnification have been met, the Indiana Indemnification Agreement may require a thorough investigation by the corporation's board or an appointed committee. This investigation may involve a review of all relevant documents, interviews with involved parties, consultation with legal counsel, and a determination of whether the director's actions and decisions align with the specified standards. In summary, an Indiana Indemnification Agreement between a corporation and its directors ensures that directors are protected from personal financial liability in cases where they acted in good faith and fulfilled their duties. By adhering to the agreed-upon standards, directors can confidently conduct their responsibilities while knowing that the corporation will support them in legal matters.