Kentucky Indemnification Agreement between corporation and its current and future directors

• Category: Corporations - Public - Indemnification
• State: Multi-State
• Control #: US-CC-17-197C
• Format: Word; Rich Text

Description

17-197C 17-197C . . . Indemnification Agreement to be entered into between corporation and its current and future directors and such current and future officers and other agents as directors may designate. The proposal includes description of procedural and substantive matters in Indemnification Agreements that are not addressed, or are addressed in less detail, in California law Kentucky Indemnification Agreement between corporation and its current and future directors refers to a legally binding contract that outlines the terms and conditions of indemnifying directors for certain liabilities they may face while performing their duties on behalf of the corporation. This agreement serves as a crucial tool for protecting the interests of directors and ensuring their willingness to take on important responsibilities. Keywords: Kentucky, Indemnification Agreement, corporation, current directors, future directors, liability protection, duties, responsibilities. In Kentucky, there are typically two types of Indemnification Agreements that can be established between a corporation and its current and future directors: 1. Standard Indemnification Agreement: This agreement provides indemnification to directors for liabilities arising from actions or decisions made in the course of their duties as long as they acted in good faith and in the best interest of the corporation. It covers legal expenses, settlements, judgments, fines, and any other costs incurred during the course of legal proceedings. 2. Enhanced Indemnification Agreement: This type of agreement provides broader protection to directors and includes additional provisions for indemnification. Enhanced agreements may offer coverage for liability arising from acts of negligence or acts in bad faith, broader definitions of covered proceedings, and even the advancement of legal expenses before the final resolution of a case. Both types of agreements typically include the following key elements: A. Scope of Indemnification: The agreement defines the scope of indemnification, specifying the types of proceedings for which the directors will be indemnified. It may include claims, suits, actions, investigations, or any other legal proceedings related to the directors' role as a director of the corporation. B. Standard of Conduct: The agreement outlines the standard of conduct required for indemnification. Directors must have acted in good faith, with the reasonable belief that their actions were in the best interest of the corporation. The agreement may also state that directors are protected unless they engaged in acts of fraud, gross negligence, or willful misconduct. C. Advancement of Expenses: The agreement establishes provisions for the advancement of necessary legal expenses incurred by the directors during legal proceedings before the final resolution of the case. This provision ensures that directors are not burdened with significant costs while defending themselves against claims. D. Procedures and Limitations: The agreement specifies the procedures for requesting indemnification and the process for resolving any disputes that may arise. It may also outline any limitations on indemnification, such as monetary caps or exclusions for certain types of liabilities. It is crucial for corporations and their directors in Kentucky to carefully consider the terms and conditions of an Indemnification Agreement. Seeking professional legal advice and tailoring the agreement to suit the specific needs of the corporation can help ensure robust protection for directors while balancing the corporation's financial interests and legal obligations.

Kentucky Indemnification Agreement between corporation and its current and future directors refers to a legally binding contract that outlines the terms and conditions of indemnifying directors for certain liabilities they may face while performing their duties on behalf of the corporation. This agreement serves as a crucial tool for protecting the interests of directors and ensuring their willingness to take on important responsibilities. Keywords: Kentucky, Indemnification Agreement, corporation, current directors, future directors, liability protection, duties, responsibilities. In Kentucky, there are typically two types of Indemnification Agreements that can be established between a corporation and its current and future directors: 1. Standard Indemnification Agreement: This agreement provides indemnification to directors for liabilities arising from actions or decisions made in the course of their duties as long as they acted in good faith and in the best interest of the corporation. It covers legal expenses, settlements, judgments, fines, and any other costs incurred during the course of legal proceedings. 2. Enhanced Indemnification Agreement: This type of agreement provides broader protection to directors and includes additional provisions for indemnification. Enhanced agreements may offer coverage for liability arising from acts of negligence or acts in bad faith, broader definitions of covered proceedings, and even the advancement of legal expenses before the final resolution of a case. Both types of agreements typically include the following key elements: A. Scope of Indemnification: The agreement defines the scope of indemnification, specifying the types of proceedings for which the directors will be indemnified. It may include claims, suits, actions, investigations, or any other legal proceedings related to the directors' role as a director of the corporation. B. Standard of Conduct: The agreement outlines the standard of conduct required for indemnification. Directors must have acted in good faith, with the reasonable belief that their actions were in the best interest of the corporation. The agreement may also state that directors are protected unless they engaged in acts of fraud, gross negligence, or willful misconduct. C. Advancement of Expenses: The agreement establishes provisions for the advancement of necessary legal expenses incurred by the directors during legal proceedings before the final resolution of the case. This provision ensures that directors are not burdened with significant costs while defending themselves against claims. D. Procedures and Limitations: The agreement specifies the procedures for requesting indemnification and the process for resolving any disputes that may arise. It may also outline any limitations on indemnification, such as monetary caps or exclusions for certain types of liabilities. It is crucial for corporations and their directors in Kentucky to carefully consider the terms and conditions of an Indemnification Agreement. Seeking professional legal advice and tailoring the agreement to suit the specific needs of the corporation can help ensure robust protection for directors while balancing the corporation's financial interests and legal obligations.