Oregon Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above An Oregon Indemnification Agreement is a legally binding contract that ensures protection and compensation for directors and non-director officers at the Vice President level and above within a corporation. This agreement guarantees that these individuals will be indemnified or reimbursed for any legal expenses, damages, or losses incurred while performing their duties on behalf of the company. The Oregon Indemnification Agreement is designed to attract and retain highly qualified individuals for key executive positions within the corporation. By providing comprehensive indemnification, the agreement ensures that directors and officers have the necessary financial protection to make difficult decisions without fear of personal financial liability. Key provisions of the Oregon Indemnification Agreement include: 1. Scope of Indemnification: The agreement defines the scope of indemnification, which encompasses legal expenses, settlements, judgements, fines, and penalties incurred due to legal action arising from their corporate responsibilities. 2. Advancement of Expenses: The agreement stipulates that the corporation will advance funds to cover legal expenses and other costs associated with defending against claims or investigations, giving directors and officers immediate access to resources during legal proceedings. 3. Standard of Conduct: The agreement establishes a standard of conduct for directors and officers, ensuring that indemnification is only provided if their actions were taken in good faith and in the best interests of the corporation. 4. Indemnification Process: The agreement outlines the process for seeking indemnification, including the submission of a written request, review by the corporation's board of directors, and the issuance of payments or advances. 5. Insurance Coverage: The agreement may require the corporation to maintain directors' and officers' liability insurance coverage to further protect the indemnification rights of the covered individuals. Different types of Oregon Indemnification Agreements between corporations and their directors and non-director officers at Vice President level and above may vary based on the specific terms and conditions agreed upon. Some variations include: 1. Limited Indemnification Agreement: This type of agreement may specify certain limitations or exclusions regarding the scope of indemnification, such as exceptions for intentional misconduct or violations of the law. 2. Indemnification Agreement with Clawback Provision: In cases where directors or officers have engaged in fraudulent or unethical behavior, this type of agreement may include a clawback provision, allowing the corporation to recover previously provided indemnification payments. 3. Change-in-Control Indemnification Agreement: This agreement is triggered in the event of a change in control of the corporation, such as a merger or acquisition. It ensures that directors and officers are protected during these transitional periods. In conclusion, an Oregon Indemnification Agreement is a crucial legal document that protects and compensates directors and officers at the Vice President level and above. It provides financial security and peace of mind, enabling these key individuals to make sound decisions and act in the best interests of the corporation without fear of personal liabilities.
Oregon 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.