Wisconsin Indemnification Agreement is a legally binding document that outlines the terms and conditions under which a corporation agrees to indemnify its current and future directors for any liabilities they may incur while acting in their official capacity. This agreement serves as a means of protecting directors from potential legal actions or financial losses arising from their decision-making or actions on behalf of the corporation. The Wisconsin Indemnification Agreement is governed by the Wisconsin Statutes, specifically Chapter 180.0852, which establishes the scope and limitations of indemnification provisions. This agreement typically includes clauses and provisions related to indemnification, advancement of expenses, and insurance coverage. Indemnification: The indemnification clause states that the corporation will indemnify its directors to the fullest extent permitted by law. This means that if a director is subjected to a legal claim or lawsuit as a result of their actions undertaken in their capacity as a director, the corporation will cover their legal expenses, judgments, settlements, and other costs, provided that the director acted in good faith and in the best interests of the corporation. Advancement of Expenses: The advancement of expenses clause allows the corporation to provide directors with immediate financial assistance to cover legal fees, costs, and other expenses incurred during legal proceedings. This provision enables directors to defend themselves without having to bear the burden of significant upfront costs. Insurance Coverage: Some Wisconsin Indemnification Agreements may also include provisions related to insurance coverage. This ensures that the corporation maintains adequate directors and officers (D&O) liability insurance policies to further protect directors from unforeseen legal actions and related financial burdens. There are different types of Wisconsin Indemnification Agreements that corporations may adopt based on their individual needs and risk profiles. These can include: 1. Standard Indemnification Agreement: This is the most common form of indemnification agreement, which provides basic indemnification provisions to protect directors against legal claims arising from their official duties. 2. Enhanced Indemnification Agreement: In certain cases, corporations may choose to offer additional protections to their directors beyond what is required by Wisconsin law. Enhanced indemnification agreements may include broader indemnification provisions, expanded advancement of expenses, or increased insurance coverage. 3. Indemnification Agreement with Limitations: Corporations, as permitted by law, may opt for agreements with limitations on indemnification. This may involve establishing a maximum limit on the amount of indemnification provided or including specific exclusions for certain types of liabilities. It is recommended that both the corporation and its directors seek legal counsel to ensure that the Wisconsin Indemnification Agreement is drafted accurately and in compliance with the applicable Wisconsin statutes. This helps to protect the interests of both parties and ensure clarity regarding the extent of indemnification provided.
Wisconsin Indemnification Agreement between corporation and its current and future directors
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How to fill out Indemnification Agreement Between Corporation And Its Current And Future Directors?
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Section 145(b) empowers a corporation to indemnify its directors against expenses incurred in connection with the defense or settlement of an action brought by or in the right of the corporation, subject to the standard of conduct determination, and except that no indemnification may be made as to any claim to which ...
(1), a corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer of the corporation to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board of directors or by contract.
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.
A legal term that means one party agrees to compensate another party for loss or damage that has already occurred, or guarantees, through a contractual agreement, to repay another party for loss or damage that occurs in the future. Indemnification clauses are common in corporations and LLCs.
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.
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 Certificate of Incorporation (the ?Charter?) and the Bylaws (the ?Bylaws?) of the Company require indemnification of the officers and directors of the Company.