Director Indemnification Agreements are essential corporate governance documents used to attract and retain qualified individuals to serve on corporate boards. These agreements, governed by U.S. federal and state laws, provide directors with assured protection beyond what is typically included in corporate bylaws or D&O insurance. The agreement details specific circumstances under which the company will defend and protect directors from personal liability, including the advancement of legal expenses. Companies typically implement these agreements when appointing new directors or updating their governance framework.
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1. Parties: Identifies the corporation and the director being indemnified
2. Background: Explains the context and purpose of the agreement, including director's role
3. Definitions: Defines key terms including 'Proceedings', 'Expenses', 'Indemnifiable Events'
4. Indemnification Rights: Core section detailing the scope and extent of indemnification
5. Advancement of Expenses: Terms for advancing legal and other expenses to director
6. Procedures for Claims: Process for making and determining indemnification claims
7. Limitations and Exclusions: Circumstances where indemnification doesn't apply
8. D&O Insurance: Provisions regarding insurance coverage
9. Duration: Term of the agreement and survival of rights
1. Subrogation Rights: Company's rights to recover payments from third parties when company wants to preserve right to recover from other parties
2. Change in Control: Special provisions for corporate transactions, typically used for public companies or those likely to undergo ownership changes
3. Contribution: Rights to contribution from other indemnified persons when multiple directors might be involved in same proceeding
4. Severability: Provisions for partial invalidity, standard but optional in some jurisdictions
1. Form of Undertaking: Standard form for director to request expense advancement
2. Insurance Schedule: Details of D&O insurance coverage
3. Notice Requirements: Specific procedures for providing notice of claims
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