Alabama 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 An Alabama Indemnification Agreement is a legally binding contract that outlines the procedures for providing indemnification protection to directors of a corporation in the state of Alabama. This agreement helps establish a clear framework to determine whether the standards for indemnification have been met in different scenarios where a director may face legal action or incur expenses. The agreement typically includes various key components such as: 1. Definitions: It defines key terms such as "corporation," "director," "indemnification," and "expenses." 2. Scope of Indemnification: The agreement lays out the scope of indemnification, specifying the types of claims or actions for which the director will be eligible for indemnification. This may include claims arising from serving as a director, officer, employee, or agent of the corporation. 3. Review and Determination: The agreement establishes a process for reviewing and determining whether the standards for indemnification have been met. It may require the formation of an independent committee or corporate counsel to assess the director's eligibility for indemnification. 4. Method for Determination: The agreement outlines the methodology or criteria that will be used to evaluate whether the director meets the prerequisites for indemnification. This may involve a determination of good faith, reasonable belief in the best interests of the corporation, or compliance with applicable laws and regulations. 5. Advancement of Expenses: The agreement specifies whether the corporation will advance expenses to the director during the legal proceedings, subject to repayment if it is later determined that the director does not meet the indemnification standards. 6. Notice and Defense: The agreement includes provisions for notifying the corporation of any claims or legal actions against the director. It may also establish the corporation's obligation to provide legal defense for the director or allow the director to select their own defense counsel. 7. Limitations and Exclusions: The agreement may include certain limitations or exclusions to indemnification, such as barring indemnification for actions involving self-dealing, willful misconduct, or violations of criminal laws. Different types of Alabama Indemnification Agreements may exist depending on the corporation and its specific requirements. For instance, some corporations may adopt a Standard Alabama Indemnification Agreement, while others may choose to customize the agreement to meet their unique needs. It is important to consult legal professionals and review Alabama state laws to ensure compliance while drafting and executing such agreements.

An Alabama Indemnification Agreement is a legally binding contract that outlines the procedures for providing indemnification protection to directors of a corporation in the state of Alabama. This agreement helps establish a clear framework to determine whether the standards for indemnification have been met in different scenarios where a director may face legal action or incur expenses. The agreement typically includes various key components such as: 1. Definitions: It defines key terms such as "corporation," "director," "indemnification," and "expenses." 2. Scope of Indemnification: The agreement lays out the scope of indemnification, specifying the types of claims or actions for which the director will be eligible for indemnification. This may include claims arising from serving as a director, officer, employee, or agent of the corporation. 3. Review and Determination: The agreement establishes a process for reviewing and determining whether the standards for indemnification have been met. It may require the formation of an independent committee or corporate counsel to assess the director's eligibility for indemnification. 4. Method for Determination: The agreement outlines the methodology or criteria that will be used to evaluate whether the director meets the prerequisites for indemnification. This may involve a determination of good faith, reasonable belief in the best interests of the corporation, or compliance with applicable laws and regulations. 5. Advancement of Expenses: The agreement specifies whether the corporation will advance expenses to the director during the legal proceedings, subject to repayment if it is later determined that the director does not meet the indemnification standards. 6. Notice and Defense: The agreement includes provisions for notifying the corporation of any claims or legal actions against the director. It may also establish the corporation's obligation to provide legal defense for the director or allow the director to select their own defense counsel. 7. Limitations and Exclusions: The agreement may include certain limitations or exclusions to indemnification, such as barring indemnification for actions involving self-dealing, willful misconduct, or violations of criminal laws. Different types of Alabama Indemnification Agreements may exist depending on the corporation and its specific requirements. For instance, some corporations may adopt a Standard Alabama Indemnification Agreement, while others may choose to customize the agreement to meet their unique needs. It is important to consult legal professionals and review Alabama state laws to ensure compliance while drafting and executing such agreements.