A Mississippi Indemnification Agreement is a legally binding contract entered into by a corporation and its current or future directors, which aims to protect directors from liability for certain actions or decisions made in their capacity as directors of the corporation. This agreement indemnifies directors against any legal expenses, damages, or judgments they may incur while performing their duties. Under the Mississippi Business Corporation Act, corporations have the authority to indemnify their directors, officers, employees, and agents. The indemnification agreement establishes the terms and conditions under which the corporation will provide such indemnification. The agreement typically includes the following key provisions: 1. Indemnification: The agreement clearly states that the corporation will indemnify its directors for claims, actions, suits, or proceedings, including expenses (such as attorneys' fees), judgments, and settlement amounts. 2. Scope of Indemnification: The agreement outlines the specific situations in which the corporation will provide indemnification. This may include claims arising from the director's actions taken in good faith, actions that they believed were in the corporation's best interests, or actions where they did not have reasonable cause to believe their conduct was unlawful. 3. Advancement of Expenses: The agreement may also provide for the advancement of expenses to the directors, meaning that the corporation will cover their legal expenses upfront, even before a final determination is made regarding their right to indemnification. 4. Restrictions and Limitations: The agreement may impose certain restrictions and limitations on indemnification, such as excluding indemnification for acts of willful misconduct, fraudulent behavior, or actions committed in bad faith. 5. Insurance Coverage: The agreement may require the corporation to maintain directors and officers (D&O) insurance coverage, which provides additional protection to the directors. Types of Mississippi Indemnification Agreements: 1. Broad Form Indemnification Agreement: This agreement offers the maximum protection to directors, providing indemnification for all acts except those done in bad faith or involving willful misconduct. 2. Limited Form Indemnification Agreement: This agreement offers less extensive indemnification, limiting the circumstances in which directors can be indemnified. It may exclude indemnification for actions involving gross negligence or reckless behavior. 3. Standard Form Indemnification Agreement: This agreement falls between the broad and limited forms, providing indemnification for actions taken in good faith and believed to be in the corporation's best interests. In conclusion, a Mississippi Indemnification Agreement is a crucial legal tool that ensures the corporation's directors are protected from personal liability arising from their actions as directors. These agreements provide financial security to directors, enabling them to make informed decisions without fear of personal repercussions.
Mississippi Indemnification Agreement between corporation and its current and future directors
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How to fill out Mississippi Indemnification Agreement Between Corporation And Its Current And Future Directors?
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FAQ
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.
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.
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.
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.
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.