Suffolk New York 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
• County: Suffolk
• 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 Suffolk New York Indemnification Agreement between corporation and its directors is a legal document that provides clarity and protection for directors in case they face legal claims or liabilities related to their role in the corporation. This agreement outlines the conditions and procedures for determining whether the standards for indemnification have been met, safeguarding both the corporation and its directors. One type of Suffolk New York Indemnification Agreement is the "Standard Indemnification Agreement." Under this agreement, the corporation pledges to indemnify its directors for any expenses, judgments, fines, or settlements incurred in legal proceedings resulting from their service to the corporation. This agreement also establishes the method for assessing whether the director has met the set criteria for indemnification. Another type is the "Expanded Indemnification Agreement." This agreement goes beyond the standard provisions and provides additional indemnification protection to directors. It may include broader coverage for legal expenses, extended indemnification periods, or supplementary protections against specific types of claims or actions. Regarding the method for determining whether the standards for indemnification have been met, the Suffolk New York Indemnification Agreement typically outlines the following factors: 1. Termination of the Proceedings: The agreement establishes that the director must have successfully concluded the legal proceedings, whether through dismissal, settlement, or a final judgment. 2. Absence of Prohibited Conduct: The director seeking indemnification must not have engaged in any prohibited conduct outlined in the agreement, such as intentional misconduct, fraud, or a violation of their fiduciary duties. 3. Good Faith: The director must have acted in good faith and reasonably believed that their actions were in the best interests of the corporation. 4. Correct Standard of Conduct: The agreement sets the standard of conduct that the director must have adhered to while performing their duties. This standard typically requires the director to have acted in accordance with applicable laws, regulations, and the corporation's bylaws or policies. 5. Board Determination: The agreement establishes that the final decision to indemnify the director rests with the corporation's board of directors or a designated committee. The board assesses whether the aforementioned criteria have been satisfied before providing indemnification. By implementing a Suffolk New York Indemnification Agreement, corporations and their directors can clarify the conditions for indemnification and instill confidence in their oversight roles. It ensures that directors can fulfill their responsibilities without the fear of personal financial consequences resulting from bona fide actions taken in the best interests of the corporation.

Suffolk New York Indemnification Agreement between corporation and its directors is a legal document that provides clarity and protection for directors in case they face legal claims or liabilities related to their role in the corporation. This agreement outlines the conditions and procedures for determining whether the standards for indemnification have been met, safeguarding both the corporation and its directors. One type of Suffolk New York Indemnification Agreement is the "Standard Indemnification Agreement." Under this agreement, the corporation pledges to indemnify its directors for any expenses, judgments, fines, or settlements incurred in legal proceedings resulting from their service to the corporation. This agreement also establishes the method for assessing whether the director has met the set criteria for indemnification. Another type is the "Expanded Indemnification Agreement." This agreement goes beyond the standard provisions and provides additional indemnification protection to directors. It may include broader coverage for legal expenses, extended indemnification periods, or supplementary protections against specific types of claims or actions. Regarding the method for determining whether the standards for indemnification have been met, the Suffolk New York Indemnification Agreement typically outlines the following factors: 1. Termination of the Proceedings: The agreement establishes that the director must have successfully concluded the legal proceedings, whether through dismissal, settlement, or a final judgment. 2. Absence of Prohibited Conduct: The director seeking indemnification must not have engaged in any prohibited conduct outlined in the agreement, such as intentional misconduct, fraud, or a violation of their fiduciary duties. 3. Good Faith: The director must have acted in good faith and reasonably believed that their actions were in the best interests of the corporation. 4. Correct Standard of Conduct: The agreement sets the standard of conduct that the director must have adhered to while performing their duties. This standard typically requires the director to have acted in accordance with applicable laws, regulations, and the corporation's bylaws or policies. 5. Board Determination: The agreement establishes that the final decision to indemnify the director rests with the corporation's board of directors or a designated committee. The board assesses whether the aforementioned criteria have been satisfied before providing indemnification. By implementing a Suffolk New York Indemnification Agreement, corporations and their directors can clarify the conditions for indemnification and instill confidence in their oversight roles. It ensures that directors can fulfill their responsibilities without the fear of personal financial consequences resulting from bona fide actions taken in the best interests of the corporation.