The West Virginia Indemnification Agreement between a corporation and its directors and non-director officers at the vice president level and above is a legally binding contract that outlines the corporation's commitment to indemnify and protect its high-level executives in certain situations. This comprehensive agreement serves to safeguard the directors and officers from potential legal actions or liabilities that may arise during the scope of their duties. Keywords: West Virginia, Indemnification Agreement, corporation, directors, non-director officers, vice president level and above, legal, contract, indemnify, protect, liabilities, duties, legal actions, comprehensive. There are several types of West Virginia Indemnification Agreements that may vary in terms and conditions based on the unique circumstances of each corporation. Here are a few examples: 1. Standard Indemnification Agreement: This is the most common form of the agreement, providing general indemnity provisions to directors and officers at the vice president level and above. It covers legal expenses, judgments, settlements, and other costs incurred by the individual in connection with their corporate responsibilities. 2. Indemnification Agreement with Enhanced Benefits: This type of agreement offers additional benefits and protections to high-level executives. It may include provisions for advancement of legal expenses, expanded indemnification coverage, and specific obligations of the corporation in relation to legal proceedings. 3. Indemnification Agreement for Specific Roles or Positions: Some corporations may choose to create tailored agreements that address indemnification for specific roles or positions within the company. For example, there could be a separate agreement for the Chief Executive Officer (CEO) or Chief Financial Officer (CFO) with specific terms and provisions relevant to their responsibilities. 4. Limited Indemnification Agreement: In certain situations, corporations may have limitations on the scope of indemnification they can provide to directors and officers. These agreements outline the specific limitations and exceptions to the corporation's indemnification obligations. They may be applicable when directors or officers engage in conduct that violates fiduciary duties or breaches the law. 5. Indemnification Agreement with Insurance Coverage: Some corporations may opt to include provisions regarding insurance coverage in the indemnification agreement. This ensures that the corporation maintains sufficient directors and officers liability insurance to provide additional protection to executives in the event of legal claims. It is important for both the corporation and the executives at the vice president level and above to thoroughly review and understand the specific terms and conditions outlined in their West Virginia Indemnification Agreement. Legal advice from qualified professionals is always advisable to ensure compliance with state laws and to protect the interests of all parties involved.
West Virginia Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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FAQ
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 ...
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.
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.
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.
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.
Insurance ? The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same extent as the most favorably insured of the company's and its affiliates' current directors and officers.
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 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.