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
Oregon Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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US-CC-17-102E
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How to fill out 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.
The word indemnity means security or protection against a financial liability. It typically occurs in the form of a contractual agreement made between parties in which one party agrees to pay for losses or damages suffered by the other party.
Indemnification clauses or provisions are extremely strong agreements because one party renounces their legal privilege to sue another party. Most indemnification clauses will only apply one way- that is, only one party gives up their freedom to sue the other.
This clause is often used when one party is at a greater risk of loss and wants to protect itself. For example, a manufacturer may include a one-sided indemnification clause in a contract with a distributor to protect itself from any losses resulting from the distributor's actions.
Indemnification, also referred to as indemnity, is an undertaking by one party (the indemnifying party) to compensate the other party (the indemnified party) for certain costs and expenses, typically stemming from third-party claims.
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 is a legal agreement by one party to hold another party blameless ? not liable ? for potential losses or damages. It is similar to a liability waiver but is usually more specific, applicable only to particular items, circumstances, or situations, or in regard to a particular contract.
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.