Houston Texas 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
• City: Houston
• 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 A Houston Texas Indemnification Agreement between a corporation and its directors establishes a framework for determining whether the standards for indemnification have been met. This agreement is crucial in safeguarding directors against potential personal liability arising from their duties. The purpose of this agreement is to outline the terms and conditions under which the corporation agrees to indemnify its directors for any expenses, damages, judgments, settlements, and legal fees incurred in connection with their corporate roles. Utilizing relevant keywords, let's further discuss the key elements of such an Indemnification Agreement: 1. Scope of Indemnification: This clause defines the range of circumstances in which the corporation agrees to indemnify its directors. It may cover claims related to actions taken in good faith, to the fullest extent permitted by law. 2. Indemnification Process: This section outlines the procedure that directors must follow to obtain indemnification. It typically involves notifying the corporation in writing and cooperating fully in the defense of any claim. Also, the agreement may include timelines for the corporation's decision on indemnification and specific review processes. 3. Standards for Indemnification: The agreement gives prominence to the standards directors must meet to qualify for indemnification. These may include acting in good faith, demonstrating reasonable belief that their actions were in the best interest of the corporation, and not engaging in willful misconduct or gross negligence. 4. Reimbursement of Expenses: A crucial aspect of the agreement is the reimbursement of directors' expenses incurred during legal proceedings or investigations. This may cover attorney fees, court costs, travel expenses, and other necessary expenses. 5. Advancement of Expenses: To avoid an undue financial burden on directors, this provision allows for the advancement of legal fees and expenses associated with potential claims. Directors may request this advancement upon meeting certain conditions, such as providing written affirmation to repay the costs if they are found not entitled to indemnification. 6. Limitations: While directors' indemnification is the primary goal, the agreement may outline certain limitations. These may include indemnification being prohibited if directors are found guilty of intentional misconduct, breaches of loyalty, or violations of state or federal laws. In Houston Texas, different types of Indemnification Agreements may exist according to the specific requirements and circumstances of each corporation. Some notable variations include: 1. Standard Indemnification Agreement: This is the most common type and encompasses the general framework described above. 2. Limited Indemnification Agreement: This variant may restrict indemnification to certain situations or provide less comprehensive protection for directors. 3. Enhanced Indemnification Agreement: Some corporations may choose to offer additional indemnification provisions, providing a greater level of protection or expanding indemnification to include specific circumstances unique to their operations. Ultimately, a Houston Texas Indemnification Agreement between a corporation and its directors provides reassurance and a legal framework for directors to carry out their duties while minimizing personal liability risks. It's essential for both the corporation and its directors to fully understand the terms, allowing for a harmonious and secure working relationship.

A Houston Texas Indemnification Agreement between a corporation and its directors establishes a framework for determining whether the standards for indemnification have been met. This agreement is crucial in safeguarding directors against potential personal liability arising from their duties. The purpose of this agreement is to outline the terms and conditions under which the corporation agrees to indemnify its directors for any expenses, damages, judgments, settlements, and legal fees incurred in connection with their corporate roles. Utilizing relevant keywords, let's further discuss the key elements of such an Indemnification Agreement: 1. Scope of Indemnification: This clause defines the range of circumstances in which the corporation agrees to indemnify its directors. It may cover claims related to actions taken in good faith, to the fullest extent permitted by law. 2. Indemnification Process: This section outlines the procedure that directors must follow to obtain indemnification. It typically involves notifying the corporation in writing and cooperating fully in the defense of any claim. Also, the agreement may include timelines for the corporation's decision on indemnification and specific review processes. 3. Standards for Indemnification: The agreement gives prominence to the standards directors must meet to qualify for indemnification. These may include acting in good faith, demonstrating reasonable belief that their actions were in the best interest of the corporation, and not engaging in willful misconduct or gross negligence. 4. Reimbursement of Expenses: A crucial aspect of the agreement is the reimbursement of directors' expenses incurred during legal proceedings or investigations. This may cover attorney fees, court costs, travel expenses, and other necessary expenses. 5. Advancement of Expenses: To avoid an undue financial burden on directors, this provision allows for the advancement of legal fees and expenses associated with potential claims. Directors may request this advancement upon meeting certain conditions, such as providing written affirmation to repay the costs if they are found not entitled to indemnification. 6. Limitations: While directors' indemnification is the primary goal, the agreement may outline certain limitations. These may include indemnification being prohibited if directors are found guilty of intentional misconduct, breaches of loyalty, or violations of state or federal laws. In Houston Texas, different types of Indemnification Agreements may exist according to the specific requirements and circumstances of each corporation. Some notable variations include: 1. Standard Indemnification Agreement: This is the most common type and encompasses the general framework described above. 2. Limited Indemnification Agreement: This variant may restrict indemnification to certain situations or provide less comprehensive protection for directors. 3. Enhanced Indemnification Agreement: Some corporations may choose to offer additional indemnification provisions, providing a greater level of protection or expanding indemnification to include specific circumstances unique to their operations. Ultimately, a Houston Texas Indemnification Agreement between a corporation and its directors provides reassurance and a legal framework for directors to carry out their duties while minimizing personal liability risks. It's essential for both the corporation and its directors to fully understand the terms, allowing for a harmonious and secure working relationship.