The Kentucky Indemnification Agreement, also known as the Kentucky Corporation Indemnification Agreement, is a legally binding document that outlines the terms and conditions under which a corporation agrees to indemnify its directors and non-director officers at the vice president level and above. This agreement serves as a form of protection for these individuals in the event that they are faced with legal actions or liabilities arising from their roles within the corporation. Kentucky's law recognizes the importance of providing indemnification to directors and officers who are acting in the best interests of the corporation and performing their duties with due care. The Kentucky Indemnification Agreement ensures that these individuals are shielded from potential personal financial losses that may result from lawsuits or legal claims. This agreement typically includes provisions regarding the scope and extent of indemnification, including the types of expenses that may be covered, such as legal fees, court costs, settlements, and judgments. In addition, it may specify the circumstances under which indemnification will be granted, such as if the director or officer acted in good faith and in the best interests of the corporation. There are different types or variations of the Kentucky Indemnification Agreement between a corporation and its directors and non-director officers at the vice president level and above. Some of these may include: 1. Limited Indemnification Agreement: This type of agreement may provide indemnification only for certain specified actions or circumstances, limiting the scope of the corporation's liability. 2. Broad Indemnification Agreement: In contrast to the limited agreement, this type of agreement offers more extensive coverage, granting indemnification for a wider range of actions and circumstances. 3. Standard Indemnification Agreement: This is a general agreement that outlines the basic provisions of indemnification, typically in line with the requirements set forth by Kentucky state law. 4. Individualized Indemnification Agreement: As the name suggests, this agreement is tailored to the specific needs and requirements of a particular director or non-director officer at the vice president level and above, taking into account their specific roles and responsibilities within the corporation. Regardless of the specific type of Kentucky Indemnification Agreement, it is essential for all parties involved to carefully review and understand its terms and conditions before signing. Legal counsel should be consulted to ensure that the agreement adequately addresses the protection and indemnification needs of the corporation and its directors and officers at the vice president level and above.
Kentucky Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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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.
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.
Indemnification clauses are contractual provisions that require one party (the ?Indemnitor?) to indemnify another party (the ?Indemnitee?) for losses that the Indemnitee may suffer. In prime contracts, the owner usually is the Indemnitee and the contractor is the Indemnitor.
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 ...
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.
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.
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, also referred to as indemnity, is an undertaking by one party (the indemnifying party) to compensate the other party (the indemnified party) for certain costs and expenses, typically stemming from third-party claims.