New Hampshire Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above

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Multi-State
Control #:
US-CC-17-102E
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Word; 
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17-102E 17-102E . . . Indemnification Agreements between corporation and its directors and non-director officers at level of Vice President and above. The proposal states that Board anticipates that, if these Indemnification Agreements are ratified and approved, corporation may enter into similar Indemnification Agreements with new directors and non-director officers at same levels without seeking stockholder approval or ratification and that stockholder who votes in favor of ratification and approval sought herein may be estopped from making a claim that such future agreements are invalid

New Hampshire 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 of indemnification provided by a corporation to its high-ranking officers in the case of legal claims or liabilities arising from their role in the company. This agreement aims to protect directors and officers by ensuring their financial security and mitigating potential risks associated with their decision-making responsibilities. The New Hampshire Indemnification Agreement typically includes the following key provisions: 1. Parties and Effective Date: Clearly identifies the corporation and the directors and non-director officers at the vice president level and above who are covered under the agreement. It also states the effective date from which the agreement becomes enforceable. 2. Definitions: Provides detailed definitions of important terms used throughout the agreement, such as "corporation," "officers," "director," "indemnification," and "expenses." 3. Scope of Indemnification: Outlines the extent of indemnification provided by the corporation to its directors and non-director officers, including the reimbursement of legal fees, expenses, judgments, fines, and settlements incurred in connection with legal proceedings. 4. Limitations and Exclusions: Specifies any limitations or exclusions to the indemnification, such as acts of fraud, intentional misconduct, or violations of applicable laws or regulations. 5. Advancement of Expenses: Clarifies that the corporation will advance legal expenses and costs to directors and officers prior to the final determination of their entitlement to indemnification, but subject to repayment if it is determined that they are not entitled to indemnification. 6. Procedure and Notification: Outlines the procedure for seeking indemnification, including prompt notification to the corporation about any legal proceedings, cooperation with the corporation in the defense of such proceedings, and submission of documentation to support the indemnification request. 7. Insurance Coverage: Addresses the corporation's obligation to obtain and maintain adequate directors and officers (D&O) liability insurance coverage to protect both the corporation and its directors and officers. 8. Mandatory Indemnification: States that the corporation is required, to the fullest extent permitted by law, to indemnify directors and officers against legal expenses and liabilities incurred in their official capacity. Different types of New Hampshire Indemnification Agreements may exist based on factors such as the size, nature, and specific requirements of the corporation. These may include: 1. Basic Indemnification Agreement: A standard agreement that provides essential indemnification provisions to protect directors and officers. 2. Enhanced Indemnification Agreement: An agreement that offers extended indemnification coverage, including broader protection against lawsuits, legal actions, and liabilities arising in the course of performing their duties. 3. Tailored Indemnification Agreement: An agreement customized to meet the unique needs of a specific corporation, considering factors such as industry regulations, potential risks, and individual director and officer responsibilities. 4. Indemnification Agreement with Side Letters: In some cases, additional side letters may be attached to the primary agreement, addressing specific concerns or unique circumstances related to indemnification. In conclusion, the New Hampshire Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above is a comprehensive, legally binding contract that safeguards high-ranking officers from financial risks associated with their roles in the company. It assures them of indemnification for legal expenses, judgments, fines, and settlements incurred during their service, subject to certain limitations and exclusions. Different types of agreements may exist, tailored to meet the specific needs and circumstances of the corporation.

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  • Preview Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
  • Preview Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
  • Preview Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
  • Preview Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
  • Preview Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above

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FAQ

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.

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.

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 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.

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.

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.

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.

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(1) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (2) The stockholders of the ... The Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the ...The Rules of Professional Conduct constitute the disciplinary standard for New Hampshire lawyers. Together with law and other regulations governing lawyers, ... Adhere to the instructions below to complete Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level ... Section 8.1 describes the nature of the fiduciary relationship in general, with a focus on the necessity for providing practical advice to business clients. Feb 9, 2021 — This article is part one in a two-part series that will consider the principal protections that may be utilized to protect Ds&Os against ... Oct 13, 2021 — This includes details on how the process works to indemnify directors and officers, and what will happen if there is a conflict between a ... The Security of this file ... As we noted in our first volume, Principles should be used as a general guide and starting point, not as a substitute for original ... Section 102 of the DGCL allows a corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary. A New Hampshire Non-Profit Corporation. ARTICLE 1. OFFICES ... The Corporation shall indemnify and hold its Directors and officers harmless from and against.

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New Hampshire Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above