West Virginia 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

West Virginia Indemnification Agreement between corporation and its directors is a legal document that outlines the method for determining whether the standards for indemnification have been met. This agreement serves as a means to protect directors from personal liability for actions taken in their official capacity. The agreement begins by defining the parties involved, namely the corporation and its directors. It outlines the purpose of indemnification, which is to reimburse directors for expenses incurred in legal proceedings or claims arising from their role in the corporation. In determining whether the standards for indemnification have been met, the agreement specifies certain criteria that must be considered. These criteria include whether the director acted in good faith, whether the director believed their actions were in the corporation's best interests, and whether the director's conduct was within the scope of their official duties. The agreement further outlines the process for determining indemnification. It establishes a committee or a designated individual responsible for evaluating claims made by directors seeking indemnification. This committee or individual is responsible for carefully reviewing the facts and circumstances of each claim and determining whether the standards for indemnification have been met. Furthermore, the agreement may also provide for different types or levels of indemnification, depending on the nature and circumstances of the claim. These may include full indemnification, where the corporation bears all expenses and liabilities incurred by the director, or partial indemnification, where the corporation only covers a portion of the expenses and liabilities. Another significant aspect of this agreement is the provision for advancement of expenses. In cases where directors face legal proceedings or claims, the corporation may bear the expenses upfront before a final determination on indemnification is made. This provision ensures that directors have the necessary resources to defend themselves and fulfill their duties without undue financial burden. It is important to note that the specific terms and conditions of the West Virginia Indemnification Agreement may vary depending on individual corporations and their unique circumstances. Different corporations may have their own additional clauses or variations to suit their specific needs, such as limiting indemnification in cases of willful misconduct or establishing caps on indemnification amounts. In conclusion, the West Virginia Indemnification Agreement between corporation and its directors provides a clear framework for determining whether the standards for indemnification have been met. By outlining the criteria and process for evaluation, this agreement ensures transparency and fairness in the indemnification process, protecting both the corporation and its directors.