Houston Texas Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above is a legal contract that defines the rights and responsibilities of the corporation and its top-level executives in case of potential lawsuits or legal actions. This agreement ensures that the corporation will indemnify and protect its directors and non-director officers at the vice president level and above, providing them with financial security and peace of mind. Key provisions in the Houston Texas Indemnification Agreement include: 1. Scope of Coverage: The agreement clearly outlines the individuals who are covered, specifically directors and non-director officers at the vice president level and above. It also specifies the extent of the indemnification, which may include financial compensation, legal expenses, and liability protection. 2. Indemnification Process: The agreement sets forth the procedure for requesting and obtaining indemnification. It requires the individuals to promptly notify the corporation of any threatened or pending legal actions and to cooperate fully in any resulting investigation or litigation. 3. Advancement of Expenses: The agreement typically provides for the advancement of legal expenses to the directors and officers prior to the final resolution of the legal proceedings. This enables them to adequately defend themselves without incurring significant personal financial burdens. 4. Standards for Indemnification: The agreement establishes certain standards that must be met for indemnification to occur. This includes acting in good faith, in a manner reasonably believed to be in the best interest of the corporation, and not as a result of willful misconduct or gross negligence. 5. Procedure for Determining Indemnification: The agreement stipulates the process for determining whether indemnification is appropriate. It may involve an independent review by legal counsel or a special committee, who will assess the facts and circumstances of the legal action. 6. Insurance Coverage: Some Houston Texas Indemnification Agreements may require the corporation to maintain appropriate insurance coverage to further protect its directors and officers. This insurance may cover legal expenses, damages, and other liabilities arising from legal actions. Different types of Houston Texas Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above may include variations in the extent of coverage, specific terms and conditions, and the inclusion of additional provisions based on the individual needs of the corporation and its executives. However, the fundamental purpose of these agreements remains consistent: to provide protection and indemnification to directors and officers who serve in critical leadership roles within the corporation.