Rhode Island 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 Rhode Island Indemnification Agreement between Corporation and its Directors: A Comprehensive Guide In Rhode Island, an indemnification agreement is a legal document that provides protection to directors of corporations against personal liability arising from their actions while serving in their official capacity. This agreement outlines the terms and conditions under which a corporation agrees to indemnify its directors, as well as the process for determining whether the standards for indemnification have been met. Here, we provide a detailed description of the key aspects of a Rhode Island indemnification agreement, including relevant keywords. 1. Introduction: The Rhode Island Indemnification Agreement, executed between a corporation and its directors, is designed to provide financial support and protection to directors, ensuring that they can confidently perform their duties without the fear of personal liability. 2. Scope and Standards for Indemnification: The agreement outlines the circumstances under which indemnification will be provided to directors. Typically, directors are indemnified against any liability or expenses incurred during legal proceedings, investigations, or other actions arising from their positions within the corporation. The agreement may specify that indemnification will be provided as long as the director acted in good faith and in the best interests of the corporation. 3. Methods for Determining Indemnification Standards: In Rhode Island, the indemnification standards are typically determined in one of the following ways: a. Board Resolution: Under this method, the corporation's board of directors, excluding any directors seeking indemnification, will evaluate the director's actions and determine whether the standards for indemnification have been met. The board's decision will be documented through a formal resolution. b. Independent Counsel: In some cases, an independent legal counsel may be appointed to evaluate the director's actions and determine if they meet the standards for indemnification. The counsel's decision will be final and binding, provided that the director seeking indemnification acted in good faith and in the best interests of the corporation. 4. Types of Indemnification Agreements: Rhode Island recognizes various types of indemnification agreements that cater to the specific needs and circumstances of corporations. Some common types include: a. Standard Indemnification Agreement: This agreement is the most basic form, providing general indemnification protection to directors based on the standards outlined in Rhode Island laws. b. Advancement Indemnification Agreement: This agreement enables directors to access funds from the corporation to cover legal expenses and other costs associated with defending against claims made against them. The corporation advances the funds to directors before a final determination of indemnification is made. c. Non-Exclusivity Agreement: This agreement specifies that the indemnification rights granted to directors are not exclusive, thereby allowing directors to seek additional indemnification from other sources, such as insurance policies or other agreements. d. Modified Indemnification Agreement: This agreement modifies the standard indemnification provisions to address the specific concerns, requirements, or limitations of directors or the corporation. In summary, a Rhode Island Indemnification Agreement is a crucial legal document that ensures directors can fulfill their duties without fear of personal liability. By outlining the standards for indemnification and the processes for determining eligibility, these agreements protect both directors and corporations. It is important to consult with legal professionals to tailor the agreement to suit the specific needs of the corporation and its directors.

Rhode Island Indemnification Agreement between Corporation and its Directors: A Comprehensive Guide In Rhode Island, an indemnification agreement is a legal document that provides protection to directors of corporations against personal liability arising from their actions while serving in their official capacity. This agreement outlines the terms and conditions under which a corporation agrees to indemnify its directors, as well as the process for determining whether the standards for indemnification have been met. Here, we provide a detailed description of the key aspects of a Rhode Island indemnification agreement, including relevant keywords. 1. Introduction: The Rhode Island Indemnification Agreement, executed between a corporation and its directors, is designed to provide financial support and protection to directors, ensuring that they can confidently perform their duties without the fear of personal liability. 2. Scope and Standards for Indemnification: The agreement outlines the circumstances under which indemnification will be provided to directors. Typically, directors are indemnified against any liability or expenses incurred during legal proceedings, investigations, or other actions arising from their positions within the corporation. The agreement may specify that indemnification will be provided as long as the director acted in good faith and in the best interests of the corporation. 3. Methods for Determining Indemnification Standards: In Rhode Island, the indemnification standards are typically determined in one of the following ways: a. Board Resolution: Under this method, the corporation's board of directors, excluding any directors seeking indemnification, will evaluate the director's actions and determine whether the standards for indemnification have been met. The board's decision will be documented through a formal resolution. b. Independent Counsel: In some cases, an independent legal counsel may be appointed to evaluate the director's actions and determine if they meet the standards for indemnification. The counsel's decision will be final and binding, provided that the director seeking indemnification acted in good faith and in the best interests of the corporation. 4. Types of Indemnification Agreements: Rhode Island recognizes various types of indemnification agreements that cater to the specific needs and circumstances of corporations. Some common types include: a. Standard Indemnification Agreement: This agreement is the most basic form, providing general indemnification protection to directors based on the standards outlined in Rhode Island laws. b. Advancement Indemnification Agreement: This agreement enables directors to access funds from the corporation to cover legal expenses and other costs associated with defending against claims made against them. The corporation advances the funds to directors before a final determination of indemnification is made. c. Non-Exclusivity Agreement: This agreement specifies that the indemnification rights granted to directors are not exclusive, thereby allowing directors to seek additional indemnification from other sources, such as insurance policies or other agreements. d. Modified Indemnification Agreement: This agreement modifies the standard indemnification provisions to address the specific concerns, requirements, or limitations of directors or the corporation. In summary, a Rhode Island Indemnification Agreement is a crucial legal document that ensures directors can fulfill their duties without fear of personal liability. By outlining the standards for indemnification and the processes for determining eligibility, these agreements protect both directors and corporations. It is important to consult with legal professionals to tailor the agreement to suit the specific needs of the corporation and its directors.