New Hampshire 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

New Hampshire Indemnification Agreement: An indemnification agreement is a crucial legal document that outlines the terms and conditions under which a corporation can indemnify its directors for any potential liabilities arising from their actions while serving on the board. In New Hampshire, the state legislature has provided specific guidelines governing the Indemnification Agreement between corporations and their directors. The New Hampshire Indemnification Agreement emphasizes the importance of protecting directors from personal liability for acts performed within the scope of their duties. It sets out the criteria and procedures through which a corporation may properly indemnify its directors, thereby ensuring their dedication and commitment to the company's best interests without fear of individual financial risk. The agreement between the corporation and its directors outlines the method for determining whether the standards for indemnification have been met. Key factors considered typically include the following: 1. Fiduciary Duty: The directors must have acted in good faith, honestly, and with the utmost care, placing the corporation's well-being above personal interests. 2. Reasonable Belief: The directors should have a reasonable belief that their actions were in the best interests of the corporation or at least did not contradict those interests. 3. Non-Gross Negligence or Misconduct: Indemnification is generally applicable unless the directors' conduct involved gross negligence, recklessness, or willful misconduct, substantially harming the corporation or its stakeholders. 4. Legal Proceedings: Directors may seek indemnification if they are a party or witness in any threatened, pending, or completed legal proceedings, including investigations, suits, or claims. 5. Independent Determination: An independent board or committee can decide, through a majority vote, whether the director's conduct satisfies the aforementioned standards for indemnification. It is crucial to mention that there are different types of New Hampshire Indemnification Agreements between corporations and their directors, each addressing specific aspects of indemnification. These may include: 1. Standard Indemnification Agreement: This agreement encompasses the general provisions and sets the baseline for indemnification standards and procedures. 2. Advancement of Expenses Agreement: This arrangement enables a corporation to advance payment or reimburse the directors for legal fees, expenses, or costs incurred during legal proceedings, subject to subsequent indemnification determination. 3. Indemnification Upon Successful Defense Agreement: This agreement accentuates that directors are entitled to indemnification if they successfully defend any legal actions taken against them based on their corporate service. By implementing meticulously crafted New Hampshire Indemnification Agreements, corporations can ensure that their directors can discharge their duties without worrying about personal financial burdens in the event of legal challenges. These agreements assure directors that their dedication and commitment are valued, while also safeguarding the interests of the corporation and its stakeholders.