Nebraska 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

Nebraska Indemnification Agreement between Corporation and its Directors: Explained Introduction: In Nebraska, the Indemnification Agreement serves as a legal contract between a corporation and its directors, outlining the provisions for indemnifying directors against certain liabilities. This agreement ensures that directors are protected financially when acting in good faith and in the best interests of the corporation. In this article, we will delve into the details of the Nebraska Indemnification Agreement, outlining the method for determining whether the standards for indemnification have been met. Key provisions of the Nebraska Indemnification Agreement: 1. Standard of Conduct: — The agreement affirms that directors must have acted in good faith, with the reasonable belief that their actions were in or not opposed to the best interests of the corporation. — Directors must have conducted themselves in a manner they reasonably believed to be lawful. 2. Determination of Qualification: — The agreement specifies that the corporation's board of directors, a committee of the board, independent legal counsel, or any other designated party will determine the directors' qualification for indemnification. — The determination is typically based on information, facts, or opinions presented by the directors involved, legal counsel, or any relevant party. 3. Mandatory Advancement of Expenses: — The agreement may include a provision that mandates the corporation to advance expenses incurred in defending any legal proceedings, action, suit, or claim against directors. — Such advancements may be conditional and subject to later reimbursement if it is determined that the director did not meet the required standards. 4. Reimbursement and Indemnification: — Once qualification for indemnification is established, the agreement governs the reimbursement process, ensuring any costs or expenses reasonably incurred by the directors are indemnified by the corporation. — This may include legal fees, judgments, settlements, fines, penalties, or other expenses relevant to the defense or settlement of a covered proceeding. Types of Nebraska Indemnification Agreements: 1. Standard Nebraska Indemnification Agreement: — This agreement follows the general provisions outlined above, encompassing the method for qualification determination and the reimbursement process. 2. Expanded Nebraska Indemnification Agreement: — In certain cases, corporations may opt for an expanded version of the indemnification agreement, including additional provisions and greater protection for directors. — The expanded agreement may specify circumstances under which indemnification is mandatory, even if qualification standards are not fully met. 3. Limited Nebraska Indemnification Agreement: — A limited indemnification agreement may have narrower provisions, offering less extensive protection to directors. — This type of agreement may specify limitations on indemnification, such as excluding indemnification for intentional misconduct or violations of laws. Conclusion: The Nebraska Indemnification Agreement between a corporation and its directors is a vital document that outlines the standards, processes, and provisions related to indemnifying directors. By understanding the key components of this agreement and the method for determining qualification, both corporations and directors can ensure appropriate protection and uphold their fiduciary duties in the best interests of the company.