Texas Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above

• Category: Corporations - Public - Indemnification
• State: Multi-State
• Control #: US-CC-17-102E
• Format: Word; Rich Text

Description

17-102E 17-102E . . . Indemnification Agreements between corporation and its directors and non-director officers at level of Vice President and above. The proposal states that Board anticipates that, if these Indemnification Agreements are ratified and approved, corporation may enter into similar Indemnification Agreements with new directors and non-director officers at same levels without seeking stockholder approval or ratification and that stockholder who votes in favor of ratification and approval sought herein may be estopped from making a claim that such future agreements are invalid Texas Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above is a legal document that outlines the terms and conditions under which a corporation agrees to indemnify (compensate or protect) its directors and non-director officers at the vice president level and above. This agreement is designed to protect these high-ranking individuals from any legal actions or liabilities that may arise from their positions or duties associated with the corporation. It is crucial for corporations to have such agreements in place to attract and retain competent individuals for key leadership positions. The Texas Indemnification Agreement typically includes the following key provisions: 1. Indemnification Clause: This clause provides for the corporation's obligation to indemnify and hold harmless its directors and non-director officers, including vice presidents, against any liabilities, expenses, judgments, fines, or settlements incurred in connection with their corporate duties, to the fullest extent permitted by Texas law. 2. Scope of Coverage: The agreement defines the scope and extent of the indemnification, specifying the types of claims and legal proceedings covered, such as civil, criminal, administrative, or investigatory actions. It may also outline any exclusions or limitations to the indemnification coverage. 3. Advance Payment of Expenses: In certain situations, the agreement may stipulate that the corporation will advance payments for legal fees, expenses, and costs associated with defending against claims, ensuring that the directors and officers have immediate access to necessary resources. 4. Standard of Conduct: The agreement may establish the standard of conduct expected from directors and officers, imposing requirements such as acting in good faith, with reasonable belief, and in a manner believed to be in the best interest of the corporation. 5. Insurance Coverage: The agreement may address the corporation's obligation to obtain and maintain appropriate directors and officers liability insurance, with adequate coverage limits, for additional protection. Types of Texas Indemnification Agreements between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above: There may be variations of indemnification agreements tailored to specific circumstances or corporate requirements. Some common types include: 1. Limited Indemnification Agreement: This type of agreement may establish specific limitations on the scope or amount of indemnification for directors and officers, providing more conservative protection. 2. Full Indemnification Agreement: This agreement offers comprehensive protection to directors and officers, leaving very minimal limitations on the scope or amount of indemnification available. 3. Tailored Indemnification Agreement: Corporations may create customized agreements based on individual or specific roles within the organization, providing indemnification tailored to the level of responsibility and associated risks. It is crucial to consult with legal counsel to ensure that the Texas Indemnification Agreement aligns with applicable state laws and adequately protects both the corporation and its directors and non-director officers at the vice president level and above.

Texas Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above is a legal document that outlines the terms and conditions under which a corporation agrees to indemnify (compensate or protect) its directors and non-director officers at the vice president level and above. This agreement is designed to protect these high-ranking individuals from any legal actions or liabilities that may arise from their positions or duties associated with the corporation. It is crucial for corporations to have such agreements in place to attract and retain competent individuals for key leadership positions. The Texas Indemnification Agreement typically includes the following key provisions: 1. Indemnification Clause: This clause provides for the corporation's obligation to indemnify and hold harmless its directors and non-director officers, including vice presidents, against any liabilities, expenses, judgments, fines, or settlements incurred in connection with their corporate duties, to the fullest extent permitted by Texas law. 2. Scope of Coverage: The agreement defines the scope and extent of the indemnification, specifying the types of claims and legal proceedings covered, such as civil, criminal, administrative, or investigatory actions. It may also outline any exclusions or limitations to the indemnification coverage. 3. Advance Payment of Expenses: In certain situations, the agreement may stipulate that the corporation will advance payments for legal fees, expenses, and costs associated with defending against claims, ensuring that the directors and officers have immediate access to necessary resources. 4. Standard of Conduct: The agreement may establish the standard of conduct expected from directors and officers, imposing requirements such as acting in good faith, with reasonable belief, and in a manner believed to be in the best interest of the corporation. 5. Insurance Coverage: The agreement may address the corporation's obligation to obtain and maintain appropriate directors and officers liability insurance, with adequate coverage limits, for additional protection. Types of Texas Indemnification Agreements between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above: There may be variations of indemnification agreements tailored to specific circumstances or corporate requirements. Some common types include: 1. Limited Indemnification Agreement: This type of agreement may establish specific limitations on the scope or amount of indemnification for directors and officers, providing more conservative protection. 2. Full Indemnification Agreement: This agreement offers comprehensive protection to directors and officers, leaving very minimal limitations on the scope or amount of indemnification available. 3. Tailored Indemnification Agreement: Corporations may create customized agreements based on individual or specific roles within the organization, providing indemnification tailored to the level of responsibility and associated risks. It is crucial to consult with legal counsel to ensure that the Texas Indemnification Agreement aligns with applicable state laws and adequately protects both the corporation and its directors and non-director officers at the vice president level and above.