A Delaware Indemnity Agreement is an agreement between a company and its directors, officers, or key employees which indemnifies them for any costs, liabilities, expenses, and loss they may incur in the course of performing their duties. This agreement is important in order to protect the company and its directors, officers, and key employees from any potential legal action that may arise as a result of their duties. The Delaware Indemnity Agreement provides for indemnification of any costs, liabilities, expenses, and loss incurred by the directors, officers, or key employees in the course of their duties. It also covers any actions taken in good faith in their official capacity, as well as reasonable attorneys’ fees and costs associated with defending any claims or proceeding arising from such services. There are two types of Delaware Indemnity Agreement between a Company and directors, officers, or key employees: 1. Standard Delaware Indemnity Agreement: This agreement provides for indemnification of any costs, liabilities, expenses, and loss incurred by the directors, officers, or key employees in the course of their duties. 2. Enhanced Delaware Indemnity Agreement: This agreement provides for enhanced indemnification of any costs, liabilities, expenses, and loss incurred by the directors, officers, or key employees in the course of their duties, including coverage for any actions taken in good faith in their official capacity, as well as reasonable attorneys’ fees and costs associated with defending any claims or proceeding arising from such services.
Delaware Indemnity Agreement between a Company and director, officer or key employee
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FAQ
Delaware law provides directors and officers with two primary mechanisms for protecting against any personal financial liability that might stem from the proper discharge of their duties. Those are indemnification and advancement, and both emanate from Section 145 of the Delaware General Corporation Law (DGCL).
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the
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.
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
With respect to criminal proceedings, a director or officer is entitled to indemnification or advancement only if he or she had no reasonable basis to believe that his or her conduct was unlawful.
Section 145 of the Delaware General Corporation Law (DGCL) allows corporations to protect present and former directors and officers from expenses incurred in connection with proceedings arising from actions taken in service to the company or at the company's direction.
The company can indemnify directors against any further liabilities incurred by the director; and regulatory proceedings.
Indemnification is an undertaking by the company to defend the director and officer against the cost of certain claims, including legal fees, litigation awards and settlement costs.