Maryland 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 Maryland Indemnification Agreement between a corporation and its current and future directors is a legally binding contract that outlines the terms and conditions under which the corporation agrees to indemnify and protect its directors from any legal liabilities or expenses incurred during their service on behalf of the company. In Maryland, there are two primary types of Indemnification Agreements applicable to corporate directors: 1. Standard Indemnification Agreements: These agreements provide basic indemnification protection to current directors of the corporation. The agreement outlines the circumstances under which the corporation will assume responsibility for legal expenses, settlements, judgments, and other costs incurred as a result of the director's actions or decisions made in good faith and in the best interest of the corporation. These agreements generally align with the provisions set forth in Maryland General Corporation Law. 2. Enhanced Indemnification Agreements: Some corporations in Maryland may choose to offer enhanced indemnification agreements to their directors, providing more extensive protection than what is mandated by the state law. These agreements often include additional provisions and benefits, such as expanded coverage for legal fees, advancement of expenses, coverage for derivative claims, and protection in certain situations where indemnification might otherwise be limited by state law. The Maryland Indemnification Agreement between a corporation and its directors typically includes the following key provisions: 1. Scope of Indemnification: The agreement defines the types of claims, actions, suits, or proceedings for which the corporation agrees to indemnify the directors. This may include civil, criminal, administrative, or investigative proceedings related to their role as directors. 2. Advancement of Expenses: The agreement specifies whether the corporation will advance funds to the directors to cover legal expenses, including attorney fees, court costs, and other related expenses. It may outline the process and conditions for seeking such advancements. 3. Indemnification Procedures: The agreement outlines the process for directors to seek indemnification, including notice requirements, documentation, and cooperation with the corporation during any legal proceedings. 4. Limitations on Indemnification: The agreement may specify certain circumstances or actions that would limit or exclude the corporation's indemnification obligation. For example, intentional misconduct, fraud, or violations of the duty of loyalty may be excluded from indemnification. 5. Survival of Indemnification: The agreement may include provisions stating that the director's right to indemnification will survive the termination of their service to the corporation, protecting them even after leaving the board. It's important to note that the specific terms and language used in Maryland Indemnification Agreements may vary depending on the individual corporation's bylaws and the negotiations between the directors and the corporation. Directors considering an Indemnification Agreement should consult with legal counsel to ensure that their interests and potential liabilities are adequately protected.

Maryland Indemnification Agreement between a corporation and its current and future directors is a legally binding contract that outlines the terms and conditions under which the corporation agrees to indemnify and protect its directors from any legal liabilities or expenses incurred during their service on behalf of the company. In Maryland, there are two primary types of Indemnification Agreements applicable to corporate directors: 1. Standard Indemnification Agreements: These agreements provide basic indemnification protection to current directors of the corporation. The agreement outlines the circumstances under which the corporation will assume responsibility for legal expenses, settlements, judgments, and other costs incurred as a result of the director's actions or decisions made in good faith and in the best interest of the corporation. These agreements generally align with the provisions set forth in Maryland General Corporation Law. 2. Enhanced Indemnification Agreements: Some corporations in Maryland may choose to offer enhanced indemnification agreements to their directors, providing more extensive protection than what is mandated by the state law. These agreements often include additional provisions and benefits, such as expanded coverage for legal fees, advancement of expenses, coverage for derivative claims, and protection in certain situations where indemnification might otherwise be limited by state law. The Maryland Indemnification Agreement between a corporation and its directors typically includes the following key provisions: 1. Scope of Indemnification: The agreement defines the types of claims, actions, suits, or proceedings for which the corporation agrees to indemnify the directors. This may include civil, criminal, administrative, or investigative proceedings related to their role as directors. 2. Advancement of Expenses: The agreement specifies whether the corporation will advance funds to the directors to cover legal expenses, including attorney fees, court costs, and other related expenses. It may outline the process and conditions for seeking such advancements. 3. Indemnification Procedures: The agreement outlines the process for directors to seek indemnification, including notice requirements, documentation, and cooperation with the corporation during any legal proceedings. 4. Limitations on Indemnification: The agreement may specify certain circumstances or actions that would limit or exclude the corporation's indemnification obligation. For example, intentional misconduct, fraud, or violations of the duty of loyalty may be excluded from indemnification. 5. Survival of Indemnification: The agreement may include provisions stating that the director's right to indemnification will survive the termination of their service to the corporation, protecting them even after leaving the board. It's important to note that the specific terms and language used in Maryland Indemnification Agreements may vary depending on the individual corporation's bylaws and the negotiations between the directors and the corporation. Directors considering an Indemnification Agreement should consult with legal counsel to ensure that their interests and potential liabilities are adequately protected.