The Nebraska Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above is a legal contract that outlines the terms and conditions for indemnification between a corporation and its high-level executives in the state of Nebraska. This agreement serves as a means of protecting directors and officers of a corporation from potential liabilities and expenses that may arise from their roles within the company. It provides reassurance to these individuals that they will be financially supported and defended by the corporation in the event of legal actions or claims made against them. The agreement typically covers a range of key provisions, including: 1. Indemnification Scope: This section outlines the extent of protection provided by the corporation to directors and officers. It clarifies that they will be indemnified to the fullest extent permitted by law for liabilities, costs, and expenses incurred in connection with their corporate duties. 2. Advancement of Expenses: The agreement ensures that the corporation will advance payment of legal fees, costs, and expenses to directors and officers during any legal proceedings or claims, thereby preventing them from having to bear the financial burden personally. 3. Standard of Conduct: A standard of conduct provision is often included, stating that directors and officers must act in good faith and in a manner they reasonably believe to be in the best interests of the corporation. This provision helps prevent indemnification for actions taken with personal gain or in violation of ethical guidelines. 4. Procedures for Indemnification: This section outlines the process and procedures that directors and officers must follow to initiate a claim for indemnification, such as providing prompt notice in writing and cooperating with the corporation's defense. It may also specify provisions for resolving disputes regarding indemnification claims. Types of Nebraska Indemnification Agreements between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above may include: 1. General Indemnification Agreement: This is the standard agreement that covers the basic terms and conditions mentioned above, providing comprehensive indemnification and advancement of expenses to directors and non-director officers at the vice president level and above. 2. Tailored Agreements: Corporations may choose to create tailored indemnification agreements that modify or add specific provisions based on the unique circumstances or needs of the directors and officers involved. These agreements may include additional protections or limitations as agreed upon by both parties. In summary, the Nebraska Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above is a crucial legal document that ensures directors and officers are protected from potential liabilities and expenses related to their corporate duties. It provides a framework for indemnification, outlines the scope of coverage, and establishes procedures for invoking indemnification rights.
Nebraska Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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FAQ
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.
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.
Under a typical indemnification provision, the employer agrees to indemnify the executive against lawsuits, claims, or demands against the employee resulting from the employee's good faith performance of his or her duties and obligations.
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.
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.
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.