This is an agreement between a corporation and a member of its board of directors regarding indemnification of the director. The agreement sets forth what actions are covered under this indemnity agreement and what actions will not be indemnified by the corporation. It also establishes a maximum amount of indemnity payable by the corporation. This document contains numerous standard provisions and may be customized to address the specific needs of the parties. This agreement should be used in situations where a corporation indemnifies one of its directors.
This is an agreement between a corporation and a member of its board of directors regarding indemnification of the director. The agreement sets forth what actions are covered under this indemnity agreement and what actions will not be indemnified by the corporation. It also establishes a maximum amount of indemnity payable by the corporation. This document contains numerous standard provisions and may be customized to address the specific needs of the parties. This agreement should be used in situations where a corporation indemnifies one of its directors. INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”), is made as of ___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of Corporation], ___________ [Instruction: Insert Address] (the “Corporation”) and ___________ [Instruction: Insert Name of Director], ___________ [Instruction: Insert Address] ( “Director”). WHEREAS, Director is currently serving as a member of the board of directors of the Corporation (the “Board”) and the Corporation desires for Director to continue in such capacity; WHEREAS, in order to induce Director to continue to serve as a member of the Board and in consideration for his continued service, the Corporation hereby agrees to indemnify Director as follows: 1. The Corporation will pay, on behalf of Director (and Director’s executors, administrators or assigns), any amount which Director is or becomes legally obligated to pay because of any claim(s) made against Director as a result of any act or omission or neglect or breach of duty, including any actual or alleged error or misstatement or misleading statement, which Director commits or suffers while acting in Director’s capacity as a member of the Board of the Corporation. The payments, which the Corporation will be obligated to make hereunder, shall include, inter alia, damages, judgments, settlements and costs, cost of investigation and defense of legal actions, claims or proceedings and appeals therefrom, and costs of attachment or similar bonds. In the event that the Corporation becomes required to make payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Director, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights. 2. As a condition precedent to Director’s right to be indemnified hereunder, Director shall give the Corporation notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under this Agreement. Notice to the Corporation shall be directed to the address first indicated above, or such other address as to the Corporation shall designate in writing to Director. Director shall cooperate and provide the Corporation with as much information as may be reasonably required to understand the scope of the claim(s). 3. Notwithstanding the foregoing, the Corporation shall not be liable, pursuant to this Agreement, to make any payment in connection with any claim made against Director based upon or attributable to: A. Director’s acts in Director’s capacity as an individual, and not in Director’s capacity as a member of the Board of Corporation; B. Director’s gain of any personal profit or advantage to which he was not legally entitled; C. An accounting of profits made from the purchase or sale by Director of securities of the Corporation; D. A judgment or other final adjudication adverse to Director that establishes that Director committed (i) acts of active and deliberate dishonesty; or (ii) with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated; or E. Any matter for which payment is actually made to Director under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance. 4. The maximum aggregate amount of indemnity payable by the Corporation hereunder to Director shall be ___________ Dollars ($____) [Instruction: Insert Amount]. No costs, charges or expenses for which indemnity shall be sought hereunder shall be incurred without the Corporation's consent, which consent shall not be unreasonably withheld. 5. Nothing herein shall be deemed to diminish or otherwise restrict Director's right to indemnification under any provision of the Certificate of Incorporation, the Bylaws of the Corporation, or pursuant to any applicable law. 6. This Agreement shall be governed in accordance with the laws of the State of _____________, [Instruction: Insert State], applicable to agreements to be wholly performed therein, with jurisdiction exclusive to the federal and state courts located in the County of _____________ [Instruction: Insert County], State of ______________ [Instruction: Insert State]. 7. This Agreement shall be binding upon all successors and assigns of the Corporation (including any transferee of all or substantially all of its assets and any successor by merger or operation of law) and shall inure to the benefit of the heirs, personal representatives and estate of Director. 8. In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. 9. This Agreement constitutes the entire agreement between the parties hereto with respect to the specific subject matter hereof and supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof. Any modification to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void. IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above. CORPORATION: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] DIRECTOR: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: Director
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